Common use of Collections Clause in Contracts

Collections. (a) The Servicer shall 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 Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof 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 Receivables (other than Purchased Receivables) as soon as practicable and all Net Liquidation Proceedsin no event after the close of business on the second Business day after such receipt; provided, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoinghowever, that for so long as (i) Franklin Capital remains CarMax is the Servicer, (ii) no Servicer Default Event of Servicing Termination shall have occurred and be continuing, continuing and (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied witheach, a "Monthly Remittance Condition"), the Servicer may remit any such collections with respect amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding calendar month the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day immediately preceding the related Distribution Closing Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the second Business Day after identification thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase “payments owed thereon to received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iiiA) the ServicerNMAC’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short short-term unsecured debt obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (ivso long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to 40 (Nissan 2014-B Sale and Servicing Agreement) the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositoralternative remittance schedule. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (ai) The On or prior to the Closing Date, initial Servicer shall remit within two Business Days have established and shall maintain thereafter the following system of collecting and processing Collections of Receivables. Servicer shall direct the Obligors to make payments of Receivables only (A) by check mailed to the Post Office Box (such payments, upon receipt thereof in such Post Office Box being referred to herein as “Mail Payments”), (B) by cash, credit card or check delivered in person or by phone at retail stores or other business locations of initial Servicer (such payments, upon receipt by such stores, being referred to herein as “In-Store Payments”), (C) by third party money wire transfer, ACH or other bill pay service that provides for the electronic deposit of funds into an account of the Servicer on behalf of Obligors, (D) by utilizing the Servicer’s Webpay portal; or (E) by cash, credit card or check delivered in person or by phone or by an agent of Conn Appliances at a service center of Conn Appliances or, in the case of certain delinquent accounts, to employees of Conn Appliances operating out of a service center of Conn Appliances or Servicer (such payments, upon receipt by the service center, being referred to herein as “Field Collections”). Notwithstanding anything to the contrary in this Section 2.02(c), any Successor Servicer shall collect and process Collections of Receivables in any manner that is in accordance with the servicing standard set forth herein. (ii) Servicer’s right of access to the Post Office Box and the Collection Account all payments by or on behalf shall be revocable at the option of Trustee as designee of the Receivables Trust (acting in its own discretion or at the direction of the Required Noteholders) upon the occurrence of any Default, Event of Default or Servicer Default. In addition, after the occurrence of any Default, Event of Default or Servicer Default, Servicer agrees that it shall, upon the written request of Trustee, notify all Obligors with respect under Receivables to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon make payment thereof to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, one or more bank accounts and/or post-office boxes designated by Trustee and specified in such notice or (ii) no any Successor Servicer appointed hereunder. The Trustee may, and shall at the request of the Required Noteholders, if any Default, Event of Default or Servicer Default shall have occurred has occurred, require the Servicer to establish a lockbox account pursuant to a lockbox agreement acceptable to the Trustee, and be continuingwith notice to the Notice Person, to direct all Obligors under Receivables to make payments to such lockbox account. (iii) Servicer shall remove or cause all Mail Payments to be removed from the Servicer’s (or if Post Office Box by the close of business on each Business Day. Servicer is Franklin Capital, shall process all such Mail Payments and all Field Collections on the date received by recording the amount of the payment received from the Obligor and the Representative has entered into an agreementapplicable account number. Subject to Section 5.4(a) of the Indenture, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to no later than the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account close of business on the second Business Day immediately preceding following the related Distribution Datedate on which Mail Payments are received in the Post Office Box or Field Collections are received by Servicer, Servicer shall deposit or cause such Mail Payments and such Field Collections to be deposited in the Collection Account. If, however, one of the conditions in clauses (i) through (ivSubject to Section 5.4(a) of the preceding sentence is not satisfiedIndenture, then the Retailer and Servicer shall remit cause all In-Store Payments to be (A) processed as soon as possible after such collections with respect payments are received by the Retailer or Servicer but in no event later than the Business Day after such receipt, and (B) deposited in the Collection Account no later than two Business Days following the date of such receipt. Subject to Section 5.4(a) of the preceding calendar month to Indenture, Servicer shall deposit all Recoveries into the Collection Account within two Business Days after the date of its receipt thereof orof such Recoveries. (iv) [Reserved.] (v) All Collections received by Servicer in respect of Receivables will, if the Servicer has already held such collections for two Business Days, it shall remit such collections pending remittance to the Collection Account immediately. Pending deposit thereof into as provided herein, be held by Servicer in trust for the Collection Account, the Servicer may use or invest collections at its own risk and for its own exclusive benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or Trustee (on behalf of Obligors” shall mean payments made with respect to the Receivables Trust) and shall not, unless otherwise permitted by Persons other than the Servicer Transaction Documents, be commingled with any other funds or property of any Originator, Depositor or Servicer except as otherwise permitted in accordance with Section 5.4 of the Depositor. (b) The Servicer will Indenture. Only Collections shall 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. The Servicer may cause to be withdrawn from the Collection Account but later determined such amounts that have been deposited into the Collection Account in error not representing Collections or other proceeds of the Trust Estate and any amounts that are deposited by Servicer that relate to checks rejected by the Servicer to have resulted from mistaken deposits or postings or checks returned Obligor’s bank for insufficient funds. . (vi) Each of Depositor, the Receivables Trust, Issuer and Servicer hereby irrevocably waive any right to set off against, or otherwise deduct from, any Collections. (vii) The amount Receivables Trust, Issuer and initial Servicer hereby transfer, assign, pledge, set over and convey to be reimbursed hereunder Trustee all of their right, title and interest in and to the Collection Account and the other Trust Accounts. (viii) All payments or other amounts collected or received by Servicer in respect of a Receivable shall be paid applied to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer Outstanding Receivables Balance of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorReceivable.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the second Business Day after identification thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase “payments owed thereon to received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iiiA) the ServicerNMAC’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short short-term unsecured debt obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (ivso long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositoralternative remittance schedule. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf set aside and hold in trust as property of the Obligors with respect to Borrower for the Receivables benefit of the Secured Parties (other than Purchased Receivables) or, if so requested by the Administrative Agent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and all Net Liquidation Proceeds, both as collected during controlled by the Monthly Period less any payments owed thereon to Administrative Agent unless the Servicer. Notwithstanding the foregoingAdministrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as (i) Franklin Capital remains each of the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations conditions precedent set forth in Section 5.03 are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)with respect thereto, the Servicer may remit such collections with respect release to the preceding calendar month Borrower (for its own account) from such Collections the amount it determines in its sole discretion (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Collection Account Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the second Business Day amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments), plus, if applicable, the related Distribution Date. Ifamount of any such Interest, howeverFees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, one of the conditions as set forth in clauses (ix), (y) through and/or (ivz) of the preceding sentence is not satisfiedbelow, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.as applicable:

Collections. (a) The On or prior to the Closing Date, the Borrower and the Servicer shall remit within two Business Days have established and shall maintain thereafter the following system of receipt thereof collecting and processing Collections of Receivables: The Obligors shall be instructed to the Collection Account all make 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 Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as only (i) Franklin Capital remains the Servicerby check, draft or money order mailed to a Lock-Box listed on Schedule 8.12 (such payments, upon receipt in such a Lock-Box, being referred to herein as “Mail Payments”), or (ii) no Servicer Default shall have occurred and be continuingby wire transfer, (iii) the Servicer’s (or if the Servicer is Franklin CapitalSWIFT, and the Representative has entered into an agreement, guaranty, surety ACH or other arrangement backing Franklin Capital’s obligations acceptable electronic payment to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection a Lock-Box Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) On or prior to the Closing Date, the Administrator shall have received a Lock-Box Agreement with respect to each Lock-Box Account. The Servicer’s right of access to any Lock-Box Account shall be revocable upon notice from the Administrator following the occurrence and during the continuance of a Servicer Event of Default, an Event of Default or an Incipient Bankruptcy (it being understood that an Incipient Bankruptcy shall not, in and of itself, lead to the Commitment Termination Date). In addition, after the occurrence and during the continuance of any Servicer Event of Default or an Event of Default, the Servicer agrees that it shall, upon the written request of all of the Administrator, notify all Obligors under Receivables to make payment thereof to (i) one or more bank accounts and/or post-office boxes designated by the Administrator and specified in such notice or (ii) any successor Servicer appointed hereunder. Neither the Administrator nor the Lender shall, inter alia, (x) take any action under Lock-Box Agreement or (y) deliver any notice to any Obligor, absent the existence of a Servicer Event of Default or an Event of Default. (c) The Servicer will shall direct each applicable depository or lockbox bank pursuant to a Lock-Box Account Agreement to remove all Mail Payments from each Lock-Box by the close of business on each Business Day and deposit the same into a Lock-Box Account. Servicer shall process all such Mail Payments, and all other payments received in any form, on the date such payment is received, by recording the amount of the payment received from the Obligor and the applicable account or invoice number. (d) All Collections received by any Originator or the Servicer in respect of Receivables will, pending remittance to a Lock-Box Account, be held by such Originator or the Servicer in trust for the exclusive benefit of the Administrator, on behalf of the Secured Parties, and shall not be commingled with any other funds or property of any Originator or the Servicer. (e) The Borrower and the Servicer hereby irrevocably waive any right to set-off or otherwise deduct any amount owing by or to them from any Collections received by them prior to remittance thereof in accordance with this Agreement. (f) In performing its duties and obligations hereunder, the Servicer (i) shall not impair the rights of the Borrower or the Administrator, on behalf of the Secured Parties, in any Receivable, (ii) shall not amend the terms of any Receivable other than in accordance with the Credit and Collection Policy and this Agreement, (iii) shall not release any goods securing a Receivable from the lien created by such Receivable except as specifically provided for herein, and (iv) shall be entitled to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any goods securing such Receivable. In the event that the Servicer shall breach any of its covenants set forth in clause (i), (ii) or (iii) of this Section 11.2.3(f), the Servicer shall pay the Unpaid Balance of each Receivable affected thereby on the Distribution Date following the Calculation Period in which such event occurs. For the purposes of Section 11.7 hereof, the Servicer shall not be reimbursed from amounts on deposit in the Collection Account deemed to have breached its obligations under this Section 11.2.3(f) unless it shall fail to make such payment with respect to a Monthly Period for any Receivable affected by the Servicer’s noncompliance with clause (i), (ii) or (iii) of this Section 11.2.3(f) on such Distribution Date. (g) All payments or other amounts previously deposited in the Collection Account but later determined collected or received by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder in respect of a Receivable shall be paid applied to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer Unpaid Balance of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorReceivable.

Collections. (ai) The On or prior to the Closing Date, initial Servicer shall remit within two Business Days have established and shall maintain thereafter the following system of collecting and processing Collections of Receivables. Servicer shall direct the Obligors to make payments of Receivables only (A) by check mailed to the Post Office Box (such payments, upon receipt thereof in such Post Office Box being referred to herein as “Mail Payments”), (B) by cash, credit card or check delivered in person or by phone at retail stores or other business locations of initial Servicer (such payments, upon receipt by such stores, being referred to herein as “In-Store Payments”), (C) by third party money wire transfer, ACH or other ▇▇▇▇ pay service that provides for the electronic deposit of funds into an account of the Servicer on behalf of Obligors, (D) by utilizing the Servicer’s Webpay portal; or (E) by cash, credit card or check delivered in person or by phone or by an agent of Conn Appliances at a service center of Conn Appliances or, in the case of certain delinquent accounts, to employees of Conn Appliances operating out of a service center of Conn Appliances or Servicer (such payments, upon receipt by the service center, being referred to herein as “Field Collections”). Notwithstanding anything to the contrary in this Section 2.02(c), any Successor Servicer shall collect and process Collections of Receivables in any manner that is in accordance with the servicing standard set forth herein. (ii) Servicer’s right of access to the Post Office Box and the Collection Account all payments by or on behalf shall be revocable at the option of Trustee as designee of the Receivables Trust (acting in its own discretion or at the direction of the Required Noteholders) upon the occurrence of any Default, Event of Default or Servicer Default. In addition, after the occurrence of any Default, Event of Default or Servicer Default, Servicer agrees that it shall, upon the written request of Trustee, notify all Obligors with respect under Receivables to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon make payment thereof to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, one or more bank accounts and/or post-office boxes designated by Trustee and specified in such notice or (ii) no any Successor Servicer appointed hereunder. The Trustee may, and shall at the request of the Required Noteholders, if any Default, Event of Default or Servicer Default shall have occurred has occurred, require the Servicer to establish a lockbox account pursuant to a lockbox agreement acceptable to the Trustee, and be continuingwith notice to the Notice Person, to direct all Obligors under Receivables to make payments to such lockbox account. (iii) Servicer shall remove or cause all Mail Payments to be removed from the Servicer’s (or if Post Office Box by the close of business on each Business Day. Servicer is Franklin Capital, shall process all such Mail Payments and all Field Collections on the date received by recording the amount of the payment received from the Obligor and the Representative has entered into an agreementapplicable account number. Subject to Section 5.4(a) of the Indenture, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to no later than the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account close of business on the second Business Day immediately preceding following the related Distribution Datedate on which Mail Payments are received in the Post Office Box or Field Collections are received by Servicer, Servicer shall deposit or cause such Mail Payments and such Field Collections to be deposited in the Collection Account. If, however, one Subject to Section 5.4(a) of the conditions in clauses Indenture, the Originator and Servicer shall cause all In-Store Payments to be (i) through processed as soon as possible after such payments are received by the Originator or Servicer but in no event later than the Business Day after such receipt, and (ivii) deposited in the Collection Account no later than two Business Days following the date of such receipt. Subject to Section 5.4(a) of the preceding sentence is not satisfiedIndenture, then the Servicer shall remit such collections with respect to the preceding calendar month to deposit all Recoveries into the Collection Account within two Business Days after the date of its receipt thereof orof such Recoveries. (iv) [Reserved]. (v) All Collections received by Servicer in respect of Receivables will, if the Servicer has already held such collections for two Business Days, it shall remit such collections pending remittance to the Collection Account immediately. Pending deposit thereof into as provided herein, be held by Servicer in trust for the Collection Account, the Servicer may use or invest collections at its own risk and for its own exclusive benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or Trustee (on behalf of Obligors” shall mean payments made with respect to the Receivables Trust) and shall not, unless otherwise permitted by Persons other than the Servicer Transaction Documents, be commingled with any other funds or property of the Depositor. (b) The Originator, Depositor or Servicer will except as otherwise permitted in accordance with Section 5.4 of the Indenture. Only Collections shall 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. The Servicer may cause to be withdrawn from the Collection Account but later determined such amounts that have been deposited into the Collection Account in error not representing Collections or other proceeds of the Trust Estate and any amounts that are deposited by Servicer that relate to checks rejected by the Servicer to have resulted from mistaken deposits or postings or checks returned Obligor’s bank for insufficient funds. . (vi) Each of Depositor, the Receivables Trust, Issuer and Servicer hereby irrevocably waive any right to set off against, or otherwise deduct from, any Collections. (vii) The amount Receivables Trust, Issuer and initial Servicer hereby transfer, assign, pledge, set over and convey to be reimbursed hereunder Trustee all of their right, title and interest in and to the Collection Account and the other Trust Accounts. (viii) All payments or other amounts collected or received by Servicer in respect of a Receivable shall be paid applied to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer Outstanding Receivables Balance of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorReceivable.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the second Business Day after identification thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase “payments owed thereon to received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iiiA) the ServicerNMAC’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short short-term unsecured debt obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (ivso long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. 40 (Nissan 2012-B Sale and Servicing Agreement) (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositoralternative remittance schedule. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The On or prior to the Closing Date, the Master Servicer shall remit within two Business Days of receipt thereof open, or cause 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 Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capitalopened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the Representative has entered into an agreementname of "▇▇▇▇▇ Fargo Bank, guarantyNational Association, surety or other arrangement backing Franklin Capital’s obligations acceptable to as Master Servicer for LaSalle Bank National Association, as Trustee for the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by Holders of ▇▇▇▇▇’▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP3" (iv) the Rating Agency Condition shall have been satisfied (and any conditions "Certificate Account"). On or limitations imposed by prior to the Rating Agencies in connection therewith are complied with)Closing Date, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Master Servicer shall remit such collections with respect open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the preceding calendar month to name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Collection Account within two Business Days Holders of receipt thereof or▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., if Commercial Mortgage Pass-Through Certificates, Series 2001-TOP3" (the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection "Interest Reserve Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer will be entitled shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be reimbursed from amounts deposited, into the Certificate Account on deposit the Business Day following receipt (or, in the Collection Account with respect case of an inadvertent failure to a Monthly Period for amounts previously deposited make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the Collection Account but later determined case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer 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 an REO Account pursuant to Section 5.6(a)(i9.14), other than in respect of interest and principal on the Mortgage Loans or Companion Loans due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) upon certification may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicers the applicable Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Servicer of such amounts applicable Primary Servicer), and (III) shall, rather than deposit them in the provision of such information Certificate Account, directly remit the Excess Servicing Fees to the Indenture Trustee and holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the Indenture Administrator.applicable holder of the excess servicing rights)):

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to on the Receivables (other than Purchased Receivables) and , all Net Insurance Proceeds, all Liquidation Proceeds, both as collected during the Monthly Period less proceeds from any payments owed thereon to the ServicerDealer Liability, proceeds from any NITC Purchase Obligations and proceeds from any Guaranties within two Business Days after receipt thereof. Notwithstanding the foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit collections received during a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date but only for so long as (i) Franklin Capital remains NFC is the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iiix) the Servicer’s (or if Servicer satisfies the Servicer is Franklin Capitalrequirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the Representative has entered into an agreementsatisfaction of such requirements, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating AgenciesAgencies which initially rated the Securities reaffirm the rating of the Securities at the level at which they would be rated if collections were remitted within two Business Days, then or (y) the Representative’s) short short-term unsecured debt obligations of NFC are rated at least “A-1” + by Standard & Poor’s 's Ratings Services and “Prime-1” P-1 by ▇▇▇▇▇’'▇ Investors Service, Inc., and (iviii) a Servicer Default shall not have occurred and be continuing. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed immediately preceding sentence that would require remittance within two Business Days by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on unless the second Business Day immediately preceding Indenture Trustee has received notice of such event or circumstance from the related Distribution Date. If, however, one Seller or the Servicer in an Officer's Certificate or from Noteholders whose Notes evidence not less than 25% of the conditions in clauses (i) through (iv) Outstanding Amount of the Notes as of the close of the preceding sentence is Distribution Date or from Certificateholders whose Certificates evidence not satisfied, then less the Servicer shall remit 25% of the Voting Interests thereof or unless a Responsible Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use event or invest collections at its own risk and for its own benefit and need not segregate collections from its own fundscircumstance. For purposes of this Article V the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorServicer. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the ServicerProceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains TMCC is the Servicer, (ii) either (a) TMCC's short-term unsecured debt is rated P-1 by Moody's and A-1 by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (b) certain arrangements are made that are acceptable to the Rating Agencies and (iii) no Servicer Servicing Default or Event of Default shall have occurred and be continuingcontinuing (collectively, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with"Monthly Remittance Conditions"), the Servicer may shall not be required to remit such collections with respect to the preceding calendar month to the Collection Account on the second foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day immediately preceding before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Distribution DateCollection Period to the Collection Account in immediately available funds. If, however, one Commencing with the first day of the conditions in clauses (i) through (iv) of first Collection Period that begins at least two Business Days after the preceding sentence day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Conditions is not satisfied, all collections then held by the Servicer shall remit such be immediately deposited into the Collection Account and all future collections with on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the preceding calendar month to Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days of after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof orbut shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if the Servicer has already held such collections for two Business Days, it shall remit such collections provides to the Collection Account immediately. Pending deposit thereof into Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the Collection Accountqualification, reduction or withdrawal of the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes rating then assigned to any Class of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer Notes or the DepositorCertificates. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Servicer shall 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 Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating AgenciesAgencies and the Security Insurer, then the Representative’s) short term obligations are rated at least “A-1” A 1 by Standard & Poor’s and “Prime-1” P 1 by ▇▇▇▇▇’▇ Moody’s and (ivv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (ivv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorSeller. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorSecurity Insurer as may be necessary in the opinion of the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer’s entitlement to reimbursement pursuant to Section 5.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6(a)(i), or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6(a)(i) or Section 5.9, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date.

Collections. (a) The Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit within two 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 Days Day, after identification thereof. Subject to the provisions of receipt thereof to subsections (b) and (c), on the Closing Date, Servicer shall deposit in the Collection Account all payments by or on behalf of the Obligors with respect to on the Receivables (other than Purchased Receivables) received by Servicer after the Cutoff Date and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon on or prior to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Closing Date. If. (b) Notwithstanding the provisions of subsection (a), however, one if Bank is the Servicer and (i) [ ] shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the conditions Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) [ ] ceases to have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (ix), (y) through and (ivz) of the preceding sentence is not satisfied, then the Servicer shall remit such collections proviso with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyoutgoing Servicer. Pending the deposit thereof of the amounts referred to in subsection (a) into the Collection Account, the such amounts may be employed by Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections be segregated from its Servicer’s own funds. For purposes of this Article V Any losses resulting from Servicer’s actions shall be borne exclusively by Servicer. Servicer shall promptly notify Trustee in writing if [ ] shall obtain or lose the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorRequired Rating. (c) Notwithstanding the provisions of subsections (a) and (b) The ), Servicer may retain, or will be entitled to be reimbursed reimbursed, from amounts otherwise payable into, or on deposit in in, the Collection Account with respect to a Monthly Collection Period for any 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, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be paid included in Collections with respect to the Servicer on the related Distribution Date pursuant Date. (d) With respect to Section 5.6(a)(ieach Precomputed Receivable, collections and payments by or on behalf of an obligor (other than any amounts constituting Supplemental Servicing Fees) upon certification by the Servicer of such amounts and the provision of such information for each Collection Period shall be applied to the Indenture Trustee 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 Indenture Administratorscheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 4.5.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the second Business Day after identification thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase “payments owed thereon to received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iiiA) the ServicerNMAC’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short short-term unsecured debt obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (ivso long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. 42 (Nissan 2015-C Sale and Servicing Agreement) (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositoralternative remittance schedule. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Subject to the provisions of subsection (b) below, the Servicer shall remit within two Business Days of receipt thereof to the Collection Account (i) all payments by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables, but excluding payments with respect to Purchased Receivables and amounts included in the Supplemental Servicing Fee), including amounts treated as collections on Balloon Payment Receivables (other than Purchased Receivablesand Final Payment Receivables pursuant to Section 3.2(d) and (ii) all Net Liquidation ProceedsProceeds and all Recoveries, both received by the Servicer during any Collection Period, as collected during soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Period less any payments owed thereon Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(e)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such amounts shall not be transferred to the Collection Account until due. MMCA, for so long as it is acting as the Servicer, may make remittances of collections on a less frequent basis than that specified in the immediately preceding paragraph. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2(a) and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2(a), the Servicer shall remit collections received during a Collection Period to the Collection Account in immediately available funds on the Business Day prior to the related Payment Date but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, for so long as if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (i) Franklin Capital remains which may include the Servicerremittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, provides to the Owner Trustee and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to Indenture Trustee written confirmation from the Rating Agencies, then Agencies that such alternative remittance schedule will not result in the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions downgrading or limitations imposed withdrawal by the Rating Agencies in connection therewith are complied with), of the ratings then assigned to the Notes and the Certificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or written notice from the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account, as soon as practicable, but in no event after the close of business on the second Business Day immediately preceding after receipt thereof by the related Distribution Date. If, however, one of the conditions in clauses subservicer (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect but subject to the preceding calendar month provisions of Section 4.2(a)) the amounts referred to the Collection Account within two Business Days in Section 4.2(a) in respect of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined Receivable being serviced by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administratorsubservicer.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all collected funds received from payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) , and all Net Liquidation ProceedsProceeds and Recoveries, both as collected during the Monthly Period less any payments owed thereon to the ServicerCollection Period. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Bank is the Servicer, (ii) no Servicer Default Event of Servicing Termination shall have occurred and be continuing, (iii) the Servicer’s (or if long-term unsecured debt obligations of the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations Bank are rated at least “A-1” A3 by Moody's and A- by Standard & Poor’s 's, (iv) the short-term unsecured debt obligations of the Bank are rated at least P-1 by Moody's and “Prime-1” A1 by ▇▇▇▇▇’▇ Standard & Poor's, and (ivv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into on the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own fundsrelated Transfer Date. For purposes of this Article V IV the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer Servicer, the Seller or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in All collections for the Collection Account Period shall be applied by the Servicer as follows: with respect to each Receivable (other than a Monthly Period for amounts previously deposited Purchased Receivable), payments by or on behalf of the Obligor shall be applied first to reduce Outstanding Advances as described in Section 4.8(a). Next, any excess shall be applied, in the Collection Account case of Actuarial Receivables, to the Scheduled Payment and, shall be applied in the case of Simple Interest Receivables, to interest and principal in accordance with the Simple Interest Method. With respect to Actuarial Receivables, any remaining excess shall be added to the Payahead Balance, and shall be applied to prepay the Actuarial Receivable, but later determined only if the sum of such excess and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full. Otherwise, any such remaining excess payments shall constitute a Payahead and shall increase the Payahead Balance. (c) All Liquidation Proceeds shall be applied by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by Receivable in accordance with the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorServicer's customary servicing procedures.

Collections. (a) The Servicer shall 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 Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ Moody’s and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorTrustee.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof 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 Receivables (other than Purchased Receivables) as soon as practicable and all Net Liquidation Proceedsin no event after the close of business on the second Business Day after such receipt; provided, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoinghowever, that for so long as (i) Franklin Capital remains CarMax is the Servicer, (ii) no Servicer Default Event of Servicing Termination shall have occurred and be continuing, continuing and (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied witheach, a “Monthly Remittance Condition”), the Servicer may remit any such collections with respect amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding calendar month the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 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 the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day immediately preceding the related Distribution Closing Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) Dealers shall make payments on the Receivables to the ----------- Servicer who shall deposit all such payments in the Collection Account no later than the second Business Day following the Date of Processing thereof. The Servicer shall remit within two Business Days allocate such amounts to each Series of receipt thereof Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall cause the Trustee to withdraw the required amounts from the Collection Account all payments by or on behalf pay such amounts to the Holder of the Obligors Exchangeable Transferor Certificate in accordance with this Article IV. The Servicer shall make such deposits or payments on the date indicated herein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon such Series. Notwithstanding anything in this Agreement to the contrary, but subject to the terms of any Supplement, for so long as, and only so long as, Green Tree (or any successors to Green Tree pursuant to Section 8.2) or an Affiliate of Green Tree shall remain the Servicer hereunder, and (a)(i) Green Tree (or any successors to Green Tree pursuant to Section 8.2) or an Affiliate of Green Tree provides to the Trustee a letter of credit or other form of Enhancement rated at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Trustee by the Servicer), and (ii) after notifying each Rating Agency of the proposed use of such letter of credit or other form of Enhancement the Transferor shall have received a notice from each Rating Agency that making payments monthly rather than daily would not result in a downgrading or withdrawal of any of such Rating Agency's then existing ratings of the Investor Certificates, or (b) Green Tree (or any successors to Green Tree pursuant to Section 8.2) shall have and maintain a short-term credit rating of at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Trustee by the Servicer), the Servicer need not deposit Collections from the Collection Account into the Principal Account or the Interest Funding Account or any Series Account, or make payments to the Holder of the Exchangeable Transferor Certificate, prior to the close of business on the day any Collections are deposited in the Collection Account as otherwise provided in this Article IV, but may instead make such deposits, payments and withdrawals on each Transfer Date in an amount equal to the net amount of such deposits, payments and withdrawals which would have been made but for the provisions of this paragraph. Notwithstanding anything in this Agreement to the foregoingcontrary, for with respect to any Monthly Period, whether the Servicer is required to make monthly or daily deposits from the Collection Account into the Interest Funding Account, the Principal Account or any Series Account, as provided in any Supplement, (i) the Servicer will only be required to deposit Collections from the Collection Account into the Interest Funding Account, the Principal Account or any Series Account up to the required amount to be deposited into any such deposit account or, without duplication, distributed on or prior to the related Distribution Date to investor Certificateholders or to any Enhancement Provider pursuant to the terms of any Supplement or agreement relating to such Enhancement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. Notwithstanding anything in this Agreement to the contrary, but subject to the terms of any Supplement, so long as (i) Franklin Capital remains Green Tree (or any successor to Green Tree pursuant to Section 8.2) is the Servicer, Servicer hereunder and (ii) no Servicer Default shall have occurred and be continuingeach Series is in its Revolving Period, (iii) the Servicer’s (or if the Servicer is Franklin Capitalthen, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to any Receivable arising under a Wholesale Financing Agreement for which Green Tree is providing the preceding calendar month to retail financing for the related Product, Green Tree need not deposit into the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit Principal Collections from such collections with respect Receivable to the preceding calendar month to extent that such Principal Collections would, at the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held time when such collections deposit (but for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (bsentence) The Servicer will would be entitled required to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall made under this Agreement, be paid to the Servicer on Transferor under this Agreement and then to Green Tree as the related Distribution Date Seller under the Purchase Agreement; provided that amounts otherwise payable to Green Tree pursuant to Section 5.6(a)(i) upon certification this sentence shall instead be deposited in the Excess Funding Account to the extent, if any, necessary to prevent the Transferor Interest from being less than the Minimum Transferor Interest. The preceding sentence is for administrative convenience only, and the Principal Collections referred to therein shall be deemed to have been deposited into the Collection Account and thereafter distributed to the Transferor pursuant to this Agreement and applied by the Servicer of such amounts and the provision of such information Transferor to the Indenture Trustee purchase of Receivables pursuant to the Purchase Agreement. The Servicer shall maintain the records of the Trust as if such Principal Collections were deposited and applied as described in the Indenture Administratorpreceding sentence.

Collections. (a) The Subject to the provisions of subsections (b) and (c) below, the Servicer shall remit within two Business Days of receipt thereof to the Collection Certificate Account all payments by or on behalf of the Obligors with respect on the Receivables, including all Liquidation Proceeds and Recoveries received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business (New York time) on the second Business Day after receipt thereof. Subject to the Receivables provisions of subsection (other than Purchased Receivablesc) and all Net Liquidation Proceedshereof, both as collected during on the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)Closing Date, the Servicer may remit such collections with respect shall deposit in the Certificate Account all payments by or on behalf of the Obligors on the Receivables received by the Servicer after the close of business of the Servicer on the Cutoff Date and on or prior to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Closing Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) Notwithstanding the provisions of Section 4.2(a), if (i) the Servicer shall have the Required Rating or (ii) (a) the Servicer shall have obtained a letter of credit or surety bond (or similar form of performance guaranty) in favor of the Trustee, on behalf of the Trust for the benefit of the Certificateholders, providing that the Trustee may demand payment (up to the amount then available thereunder) in the event that the Servicer fails to make any payment or deposit required hereunder (other than with respect to Advances) and (b) the Trustee shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, the Servicer may deposit the amounts referred to in subsection (a) above into the Certificate Account not later than the close of business on the Deposit Date immediately succeeding the last day of the related Collection Period, for so long as the Servicer shall have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in full force and effect, as the case may be; PROVIDED, HOWEVER, that (i) if an Event of Servicing Termination has occurred and is continuing, (ii) the Servicer has been terminated as such pursuant to Section 9.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of credit (or similar form of performance guaranty) satisfying the conditions specified above), the Servicer shall deposit such amounts (including any amounts then being held by the Servicer) into the Certificate Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in clauses (i), (ii) and (iii) of such proviso with respect to the outgoing Servicer. Following the occurrence of an event specified in clauses (i), (ii) or (iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's books and records and identified as the property of the Trust. The Servicer shall promptly notify the Trustee in writing if it shall obtain or lose the Required Rating or the benefit of such letter of credit, surety bond, or similar form of performance guaranty. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer may retain, or will be entitled to be reimbursed reimbursed, from amounts otherwise payable into, or on deposit in in, the Collection Certificate Account with respect to a Monthly Collection Period for and the Receivables originated by it any amounts previously deposited in the Collection Certificate Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be paid included in Collections with respect to the Servicer on the related Distribution Date pursuant Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to Section 5.6(a)(iremit to the Certificate Account as soon as practicable, but in no event later than the close of business (New York time) upon certification on the second Business Day after receipt thereof by the Servicer subservicer (but subject to the provisions of such amounts Section 4.2 (b) and the provision limitations contained in Section 4.2(c) of such information this Agreement) the amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the Indenture Trustee and the Indenture Administratorsubservicer.

Collections. (ai) The Servicer shall remit within two Business Days administer Collections in accordance with the provisions of receipt thereof this Section 2.7. Approved Investors shall be instructed to pay proceeds from the sale of Mortgage Loans into the Collection Account, and such amounts may be released in accordance with the procedures set forth in Section 3.3 hereof. (ii) The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to any Mortgage Asset belong to the Collection Account all payments by or Borrower and have been pledged to the Administrative Agent, on behalf of the Obligors with respect to the Receivables (Lenders. From such Collections and/or other than Purchased Receivables) and all Net Liquidation Collateral Proceeds, both the Servicer, on behalf of the Borrower, shall deposit amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as collected applicable, into the Collection Account no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and during the Monthly Period less any payments owed thereon to continuation of an Event of Default, within one Business Day after receipt by the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof Until deposited into the Collection Account, the Servicer may use or invest collections at commingle Collections and other Collateral Proceeds with its own risk funds and use such funds for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositorbusiness purposes. (biii) The Prior to the Drawdown Termination Date, the Servicer will be entitled to be reimbursed shall withdraw funds from amounts on deposit in the Collection Account with respect (to a Monthly Period for amounts previously deposited in the extent of collected funds therein) and shall make payments from the Collection Account but later determined at the following times and in the following order of priority: (A) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent to an account designated by the Collateral Agent. (B) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or any Eurodollar Advance, the Servicer shall deposit an amount equal to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The accrued interest on such Advance, which amount to be reimbursed hereunder shall be paid to the applicable Managing Agent’s Account for the related Lenders. On each Settlement Date, the Servicer shall deposit an amount equal to accrued interest on each Advance that bears interest at the Alternate Base Rate to the applicable Managing Agent’s Account. (C) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable pursuant to the related Fee Letter, on a pro rata basis, (i) to JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) to Lloyds, as a Managing Agent, to Lloyds’ Managing Agent’s Account, (iii) to Calyon New York, as a Managing Agent, to Calyon New York’s Managing Agent’s Account and (iv) to the Administrative Agent, to the Administrative Agent’s Account. (D) On each Settlement Date on which the Required Reserve Account Amount exceeds the amount then on deposit in the Reserve Account, the Servicer shall deposit an amount equal to such excess to the Reserve Account. (E) On each Settlement Date, if the Group Banks in any Group have not consented to an extension of the Drawdown Termination Date, but the Group Banks in the other Groups have so consented and such non-extending Lenders have not assigned their respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and Section 13.9, the Servicer shall deposit an amount equal to the unpaid balance of all Principal Debt owing to the non-extending Lenders to the related Managing Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit any amounts, other than those listed in clauses (A), (B) and (C) above and other than principal on the related Distribution Advances, that are then due and payable and of which the Servicer has received prior written notice, including without limitation additional costs under Section 2.16, any additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent’s Account. (G) On each Settlement Date, the Servicer shall withdraw from the Collection Account for its own account an amount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to the extent of collected funds therein) at the following times and in the following order of priority: (A) On each Settlement Date, if the Servicer is not one of the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (B) To the extent not previously paid, on each Settlement Date, an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such Advance shall be paid to the applicable Managing Agent’s Account. On each Settlement Date, an amount equal to accrued interest on Advances that bear interest at the Alternate Base Rate shall be paid to the applicable Managing Agent’s Account. (D) On each Settlement Date, an amount equal to the unpaid principal balance of all Advances made by Lenders shall be paid to the applicable Managing Agent’s Account. (E) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable pursuant to the related Fee Letter, on a pro rata basis, (i) to JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) to Lloyds, as a Managing Agent, to Lloyds’ Managing Agent’s Account, (iii) to Calyon New York, as a Managing Agent, to Calyon New York’s Managing Agent’s Account and (iv) to the Administrative Agent, to the Administrative Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, any amounts of the type described in Section 5.6(a)(i2.7(c)(iii)(F) upon certification by are then due and payable and any other unpaid Obligations shall be paid to the applicable Managing Agent’s Account. (G) On the Settlement Date on which all Obligations are paid in full, if the Servicer is one of such amounts the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and the provision of such information payable shall be paid to the Indenture Trustee and Servicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, each Managing Agent shall distribute such funds to the Indenture AdministratorLenders in its Group or to itself for application to the Obligations in accordance with the order of priority set forth in Section 2.7(c)(iii) or (iv), as applicable.

Collections. (a) Except as provided below, the Servicer shall deposit ----------- all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following such Date of Processing. In the event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account, and in no such event shall the Servicer deposit any Collections thereafter into any account established, held or maintained with the Servicer. The Servicer shall remit within two Business Days allocate such amounts to each Series of receipt thereof Investor Certificates and to the Holder of the Transferor Certificate in accordance with this Article IV and shall withdraw the required amounts from the Collection Account all payments by or on behalf pay such amounts to the Holder of the Obligors Transferor Certificate in accordance with this Article IV, in both cases as modified by any Supplement. The Servicer shall make such deposits or payments on the date indicated therein in immediately available funds or as otherwise provided in the Supplement for any Series of Certificates with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon such Series. Notwithstanding anything in this Agreement to the Servicer. Notwithstanding the foregoingcontrary, for so long as as, and only so long as, the Transferor shall remain the Servicer hereunder, and (ia)(i) Franklin Capital remains the Servicer provides to the Trustee a letter of credit covering risk collection of the Servicer, and (ii) no the Transferor shall not have received a notice from any Rating Agency that such a letter of credit would result in the lowering of such Rating Agency's then-existing rating of the Investor Certificates, or (b) the Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (maintain a certificate of deposit or if the Servicer is Franklin Capital, short-term deposit rating of "P-1" by Moody's and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “of "A-1” " by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)'s, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is need not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof Collections into the Collection Account, the Servicer Principal Account, the Finance Charge Account, the Excess Funding Account or any Series Account, as provided in any Supplement, or make payments to the Holder of the Transferor Certificate as provided in Article IV, but may use or invest collections at its own risk make such deposits, payments and withdrawals on each Transfer Date in an amount equal to the net amount of such deposits, payments and withdrawals which would have been made but for its own benefit and need not segregate collections from its own funds. For purposes the provisions of this Article V paragraph. Notwithstanding anything else in this Agreement to the phrase “payments by or on behalf of Obligors” shall mean payments made contrary, with respect to the Receivables by Persons other than any Monthly Period, whether the Servicer is required to make monthly or the Depositor. (b) The Servicer will be entitled to be reimbursed daily deposits from amounts on deposit in the Collection Account with respect into the Finance Charge Account, the Principal Account, the Excess Funding Account or any Series Account, as provided in any Supplement, (i) the Servicer will only be required to a Monthly Period for amounts previously deposit Collections from the Collection Account into the Finance Charge Account, the Principal Account, the Excess Funding Account or any Series Account in an amount equal to the lesser of (x) the amount required to be deposited into any such deposit account pursuant to the terms of this Agreement or any Supplement and (y) the amount required to be distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Credit Enhancement Provider pursuant to the terms of any Supplement or agreement relating to such Credit Enhancement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account but later determined by exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to have resulted withdraw the excess from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorCollection Account.

Collections. (a) The On each Deposit Date, the Servicer shall remit within two Business Days of receipt thereof apply all Collections released to the Collection Account all payments by or on behalf of the Obligors with respect Purchaser pursuant to the Receivables (other than Purchased ReceivablesPurchase Agreement and all amounts paid by the Seller pursuant to Section 2.04(a) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as 2.04(b) hereof (i) Franklin Capital remains first, to pay the ServicerPurchase Price then owing by the Purchaser hereunder on such date, (ii) second, if such date is a Settlement Date, to pay the accrued and unpaid interest on the Deferred Purchase Price for the most recently ended calendar month (as provided in Section 2.03(c)), and (iii) third, to prepay in whole or in part the principal amount of the Deferred Purchase Price. The Servicer shall, on or before each Settlement Date, deposit into an account of the Purchaser or the Purchaser's assignee all remaining Collections of Transferred Receivables (if any) then held by the Servicer (but only to the extent such Collections have not been previously applied to purchase new Receivables hereunder or to pay the Deferred Purchase Price). (b) In the event that the Seller believes that collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser or the Purchaser's assignee, the Seller shall so advise the Purchaser and, on the Business Day following such identification to the Purchaser's reasonable satisfaction, the Purchaser shall instruct the Servicer to remit such collections to the Seller. (c) On each Settlement Date, the Purchaser shall, to the extent Collections are available for such purpose under the Purchase Agreement and are not required to pay the Purchase Price for any Receivables purchased hereunder, pay to the Seller accrued interest on the Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of Transferred Receivables after all other amounts then due from the Purchaser under the Purchase Agreement have been paid in full and all amounts then required to be set aside by the Purchaser or the Servicer under the Purchase Agreement have been so set aside or (ii) excess cash flow from operations of the Purchaser which is not required to be applied to the payment of any Senior Obligations; and provided, further that no Servicer Default such payment shall be made at any time when an Event of Termination shall have occurred and be continuing, (iii) . At such time following the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition Termination Date when all Senior Obligations shall have been satisfied (and any conditions or limitations imposed paid in full, the Purchaser shall apply, on each Deposit Date, all Collections of Transferred Receivables received by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date Purchaser pursuant to Section 5.6(a)(i2.03(a) upon certification by the Servicer of such amounts (and the provision of such information not previously distributed) first to the Indenture Trustee payment of accrued interest on the Deferred Purchase Price, and then to the Indenture Administratorreduction of the principal amount of the Deferred Purchase Price.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the second Business Day after identification thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase “payments owed thereon to received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iiiA) the ServicerNMAC’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short short-term unsecured debt obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (ivso long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. 40 (Nissan 2013-C Sale and Servicing Agreement) (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositoralternative remittance schedule. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) Except as provided below, the Servicer shall deposit all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following such Date of Processing. In the event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account, and in no such event shall the Servicer deposit any Collections thereafter into any account established, held or maintained with the Servicer. The Servicer shall remit within two Business Days allocate such amounts to each Series of receipt thereof Investor Certificates and to the Holder of the Transferor Certificate in accordance with this Article IV and shall withdraw the required amounts from the Collection Account all payments by or on behalf pay such amounts to the Holder of the Obligors Transferor Certificate in accordance with this Article IV, in both cases as modified by any Supplement. The Servicer shall make such deposits or payments on the date indicated therein in immediately available funds or as otherwise provided in the Supplement for any Series of Certificates with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon such Series. Notwithstanding anything in this Agreement to the Servicer. Notwithstanding the foregoingcontrary, for so long as as, and only so long as, the Transferor shall remain the Servicer hereunder, and (ia)(i) Franklin Capital remains the Servicer provides to the Trustee a letter of credit covering risk collection of the Servicer, and (ii) no the Transferor shall not have received a notice from any Rating Agency that such a letter of credit would result in the lowering of such Rating Agency's then-existing rating of the Investor Certificates, or (b) the Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (maintain a certificate of deposit or if the Servicer is Franklin Capital, short-term deposit rating of "P-1" by Moody's and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “of "A-1” " by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)'s, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is need not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof Collections into the Collection Account, the Servicer Principal Account, the Finance Charge Account, the Excess Funding Account or any Series Account, as provided in any Supplement, or make payments to the Holder of the Transferor Certificate as provided in Article IV, but may use or invest collections at its own risk make such deposits, payments and withdrawals on each Transfer Date in an amount equal to the net amount of such deposits, payments and withdrawals which would have been made but for its own benefit and need not segregate collections from its own funds. For purposes the provisions of this Article V paragraph. Notwithstanding anything else in this Agreement to the phrase “payments by or on behalf of Obligors” shall mean payments made contrary, with respect to the Receivables by Persons other than any Monthly Period, whether the Servicer is required to make monthly or the Depositor. (b) The Servicer will be entitled to be reimbursed daily deposits from amounts on deposit in the Collection Account with respect into the Finance Charge Account, the Principal Account, the Excess Funding Account or any Series Account, as provided in any Supplement, (i) the Servicer will only be required to a Monthly Period for amounts previously deposit Collections from the Collection Account into the Finance Charge Account, the Principal Account, the Excess Funding Account or any Series Account in an amount equal to the lesser of (x) the amount required to be deposited into any such deposit account pursuant to the terms of this Agreement or any Supplement and (y) the amount required to be distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Credit Enhancement Provider pursuant to the terms of any Supplement or agreement relating to such Credit Enhancement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account but later determined by exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to have resulted withdraw the excess from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorCollection Account.

Collections. (a) The Obligors shall have been instructed to make all payments in respect of the Receivables to one of the Collection Accounts. Each of the Company and the Master Servicer represents, warrants and agrees that all Collections shall be collected, processed and deposited by it pursuant to, and in accordance with the terms of, the Pooling and Servicing Agreements. Without limiting the generality of the foregoing, the Master Servicer shall remit within two 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 Days Day following the day of receipt thereof of Collections in the Collection Accounts. In the event that any payments in respect of any Receivable are made directly to the Collection Master Servicer or any Local Servicer, the Master Servicer or the Local Servicer shall, within one (1) Business Day of receipt thereof, deliver or deposit such amounts to the appropriate currency Company Concentration Account 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 with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorCompany. (b) The Master Servicer will be entitled to be reimbursed from shall administer amounts on deposit in the Collection Accounts and the Master Collection Accounts in accordance with the terms hereof and in the Pooling and Servicing Agreements. The Trustee (at the direction of the Master Servicer) shall administer amounts on deposit in the Company Concentration Accounts in accordance with the terms of the Pooling and Servicing Agreements. Each of the Company and the Master Servicer acknowledges and agrees that (i) it shall not have any right to withdraw any funds on deposit in any Collection Account and the Master Collection Account except pursuant to the terms hereof and the Pooling and Servicing Agreements and (ii) all amounts deposited in any Company Concentration Account shall be under the sole dominion and control of the Trustee (in each case pursuant to the security interest granted by the Company under the Pooling Agreement), subject to the Master Servicer's rights to direct the applications and transfers of any such amounts as provided by the terms of any Pooling and Servicing Agreements, such directions to be included in the Daily Report. (c) If the Collections received in respect of a Receivable that is not set forth in a Daily Report can be identified by the Master Servicer within five (5) Local Business Days of receipt, the Master Servicer shall send written notice to the Trustee identifying such Receivable and setting forth the amount of Collections attributable to such Receivable. If the Trustee shall have received such written notice within five (5) Local Business Days of the Local Business Day on which such Collections have been deposited into a Collection Account, such Collections shall be transferred to the relevant Company Receipts Account by the Trustee. If the Collections received with respect to an Excluded Receivable can be identified by the Master Servicer immediately upon receipt of such Collections in any Collection Account, such Collections may be transferred to the relevant Company Receipts Account by the Trustee in accordance with the Daily Report, such transfers to be made in accordance with Section 3.01(d)(vii) of the Pooling Agreement. If the Collections with respect to such Excluded Receivable cannot be immediately identified by the Master Servicer upon receipt, such Collections shall be allocated as set forth in subsections 3.01(d), 3.01(e), 3.01(f), ------------------- ------- ------- 3.01(g) and 3.01(h) of the Pooling Agreement, as applicable. ------- ------- (d) The Master Servicer hereby agrees that if the Master Servicer can attribute a Monthly Period for amounts previously deposited 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 of such Obligor in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer order of maturity of such amounts Receivables, beginning with the Receivable that has been outstanding the longest period of time and ending with the Receivable that has been outstanding the shortest period of time. (e) The Master Servicer shall procure the Forward Rates from the FX Counterparty or the Funding Agent in order to prepare the Daily Report and the provision of such information to the Indenture Trustee Monthly Settlement Report and the Indenture AdministratorCompany shall procure the Spot Rates from the FX Counterparty or the Funding Agent in order to make the distributions from the Series Concentration Accounts set forth in Sections 3.01(d), (e), (f), (g) and (h) of the Pooling Agreement.

Collections. (a) The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit within two Business Days of receipt thereof to the 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 Net Liquidation Proceeds, both Proceeds within two Business Days of receipt thereof. The commingling conditions are as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as follows: (i) Franklin Capital remains CFSA must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing, continuing and (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’sx) short CFSA must maintain a short-term obligations are rated rating of at least “A-1” by Standard & Poor’s and “Prime-1F-1” by ▇▇▇▇▇’▇ and Fitch or (ivy) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect . Notwithstanding anything herein to the preceding calendar month 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 second Business Day immediately preceding related Servicer’s Certificate as being due and payable to CFSA or the related Distribution Date. IfSeller and pay such amounts directly to CFSA or the Seller, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own fundsas applicable. For purposes of this Article V V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled Seller. In the event the commingling conditions cease 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 met, 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 make daily remittance of collections to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification 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 CFSA’s short-term ratings below “F1” by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorFitch or “A-1” by Standard & Poor’s.

Collections. (a) The On or prior to the Closing Date, the Master Servicer shall remit within two Business Days open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of receipt thereof to the Collection Account all payments by or “Bank of America, National Association, as Master Servicer on behalf of U.S. Bank National Association, as Trustee for the Obligors with respect to benefit of the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by Holders of M▇▇▇▇▇ S▇▇▇▇▇’▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C5” (the “Collection Account”). (b) On or prior to the date the Master Servicer shall first deposit funds in a Collection Account, the Master Servicer shall give to the Certificate Administrator and (iv) the Rating Agency Condition Trustee prior written notice of the name and address of the depository institution at which such account is maintained and the account number of such account. The Master Servicer shall have been satisfied (and any conditions or limitations imposed by take such actions as are necessary to cause the Rating Agencies depository institution holding the Collection Account to hold such account in connection therewith are complied withthe name of the Master Servicer as provided in Section 5.1(a), the Servicer may remit such collections with respect subject to the preceding calendar month Master Servicer’s (or its Sub-Servicer’s) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) On the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Deposit and the Master Servicer shall deposit into the Collection Account the Initial Deposit on that date. The Master Servicer shall deposit, or cause to be deposited, into the Collection Account on the second Business Day immediately preceding following receipt of properly identified funds, the related Distribution Date. If, however, one of the conditions in clauses following amounts received by it (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect including amounts remitted to the preceding calendar month Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Loan or any B Note due on or before the Cut-Off Date, which shall be remitted to the Collection Account within two Business Days Depositor: (A) Principal: all payments on account of receipt thereof orprincipal, if including Principal Prepayments, the Servicer has already held principal component of Scheduled Payments, and any Late Collections in respect thereof, on the Mortgage Loans, any Serviced Companion Loan and any B Note; (B) Interest: all payments on account of interest on the Mortgage Loans, any Serviced Companion Loan and any B Note (minus any portion of any such collections for two Business Days, it shall remit such collections payment that is allocable to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect period prior to the Receivables by Persons other than Cut-Off Date which shall be remitted to the Servicer or the Depositor. (b) The Servicer will be entitled Depositor and excluding Interest Reserve Amounts to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Interest Reserve Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.5.3 below);

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof 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 Receivables (other than Purchased Receivables) as soon as practicable and all Net Liquidation Proceedsin no event after the close of business on the second Business Day after such receipt; provided, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoinghowever, that for so long as (i) Franklin Capital remains CarMax is the Servicer, (ii) no Servicer Default Event of Servicing Termination shall have occurred and be continuing, continuing and (iii) the ServicerCarMax’s (or if the Servicer short-term unsecured debt is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1F1” by Standard & Poor’s Fitch and “Prime-1P-1” by ▇▇▇▇▇’▇ and Moody’s (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“Monthly Remittance Condition”), the Servicer may remit any such collections with respect amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding calendar month the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s 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 the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day immediately preceding the related Distribution Closing Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the Group I Collection Account Sub-Account (with respect to the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Receivables Group I and Group II Student Loans, respectively (other than Purchased Receivables) Student Loans), and all Net related Liquidation ProceedsProceeds and Recoveries, both as collected during the Monthly Period less any payments owed thereon to the ServicerCollection Period. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains Key Bank USA, National Association (or its Affiliate) is the ServicerAdministrator, (ii) no Servicer Administrator Default shall have occurred and be continuing, (iii) the ServicerAdministrator’s (or if the Servicer long-term debt is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1A-” by Standard & Poor’s S&P and “Prime-1A3” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable sub-account of the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer may shall (or shall cause the applicable Sub-Servicers to) remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof orto the Administrator, if and the Servicer has already held Administrator need not deposit such collections into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, within two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own fundsDays of receipt thereof. For purposes of this Article V V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables Group I or Group II Student Loans, as applicable, by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer behalf of such amounts borrowers thereof and the provision of such information to Guarantors (but excluding the Indenture Trustee and the Indenture AdministratorDepartment).

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the second Business Day after identification thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase “payments owed thereon to received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iiiA) the ServicerNMAC’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short short-term unsecured debt obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (ivso long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. 40 (Nissan 2013-B Sale and Servicing Agreement) (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositoralternative remittance schedule. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (ai) The On or prior to the Closing Date, initial Servicer shall remit within two Business Days have established and shall maintain thereafter the following system of collecting and processing Collections of Receivables. Servicer shall direct the Obligors to make payments of Receivables only (A) by check mailed to the Post Office Box (such payments, upon receipt thereof in such Post Office Box being referred to herein as “Mail Payments”), (B) by cash, credit card or check delivered in person or by phone at retail stores or other business locations of initial Servicer (such payments, upon receipt by such stores, being referred to herein as “In-Store Payments”), (C) by third party money wire transfer, ACH or other ▇▇▇▇ pay service that provides for the electronic deposit of funds into an account of the Servicer on behalf of Obligors, (D) by utilizing the Servicer’s Webpay portal; or (E) by cash, credit card or check delivered in person or by phone or by an agent of Conn Appliances at a service center of Conn Appliances or, in the case of certain delinquent accounts, to employees of Conn Appliances operating out of a service center of Conn Appliances or Servicer (such payments, upon receipt by the service center, being referred to herein as “Field Collections”). Notwithstanding anything to the contrary in this Section 2.02(c), any Successor Servicer shall collect and process Collections of Receivables in any manner that is in accordance with the servicing standard set forth herein. (ii) Servicer’s right of access to the Post Office Box and the Collection Account all payments by or on behalf shall be revocable at the option of Trustee as designee of the Receivables Trust (acting in its own discretion or at the direction of the Required Noteholders) upon the occurrence of any Default, Event of Default or Servicer Default. In addition, after the occurrence of any Default, Event of Default or Servicer Default, Servicer agrees that it shall, upon the written request of Trustee, notify all Obligors with respect under Receivables to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon make payment thereof to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, one or more bank accounts and/or post-office boxes designated by Trustee and specified in such notice or (ii) no any Successor Servicer appointed hereunder. The Trustee may, and shall at the request of the Required Noteholders, if any Default, Event of Default or Servicer Default shall have occurred has occurred, require the Servicer to establish a lockbox account pursuant to a lockbox agreement acceptable to the Trustee, and be continuingwith notice to the Notice Person, to direct all Obligors under Receivables to make payments to such lockbox account. (iii) Servicer shall remove or cause all Mail Payments to be removed from the Servicer’s (or if Post Office Box by the close of business on each Business Day. Servicer is Franklin Capital, shall process all such Mail Payments and all Field Collections on the date received by recording the amount of the payment received from the Obligor and the Representative has entered into an agreementapplicable account number. Subject to Section 5.4(a) of the Indenture, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to no later than the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account close of business on the second Business Day immediately preceding following the related Distribution Datedate on which Mail Payments are received in the Post Office Box or Field Collections are received by Servicer, Servicer shall deposit or cause such Mail Payments and such Field Collections to be deposited in the Collection Account. If, however, one of the conditions in clauses (i) through (ivSubject to Section 5.4(a) of the preceding sentence is not satisfiedIndenture, then the Retailer and Servicer shall remit cause all In-Store Payments to be (A) processed as soon as possible after such collections with respect payments are received by the Retailer or Servicer but in no event later than the Business Day after such receipt, and (B) deposited in the Collection Account no later than two Business Days following the date of such receipt. Subject to Section 5.4(a) of the preceding calendar month to Indenture, Servicer shall deposit all Recoveries into the Collection Account within two Business Days after the date of its receipt thereof orof such Recoveries. (iv) [Reserved]. (v) All Collections received by Servicer in respect of Receivables will, if the Servicer has already held such collections for two Business Days, it shall remit such collections pending remittance to the Collection Account immediately. Pending deposit thereof into as provided herein, be held by Servicer in trust for the Collection Account, the Servicer may use or invest collections at its own risk and for its own exclusive benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or Trustee (on behalf of Obligors” shall mean payments made with respect to the Receivables Trust) and shall not, unless otherwise permitted by Persons other than the Servicer Transaction Documents, be commingled with any other funds or property of any Originator, Depositor or Servicer except as otherwise permitted in a ccordance with Section 5.4 of the Depositor. (b) The Servicer will Indenture. Only Collections shall 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. The Servicer may cause to be withdrawn from the Collection Account but later determined such amounts that have been deposited into the Collection Account in error not representing Collections or other proceeds of the Trust Estate and any amounts that are deposited by Servicer that relate to checks rejected by the Servicer to have resulted from mistaken deposits or postings or checks returned Obligor’s bank for insufficient funds. . (vi) Each of Depositor, the Receivables Trust, Issuer and Servicer hereby irrevocably waive any right to set off against, or otherwise deduct from, any Collections. (vii) The amount Receivables Trust, Issuer and initial Servicer hereby transfer, assign, pledge, set over and convey to be reimbursed hereunder Trustee all of their right, title and interest in and to the Collection Account and the other Trust Accounts. (viii) All payments or other amounts collected or received by Servicer in respect of a Receivable shall be paid applied to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer Outstanding Receivables Balance of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorReceivable.

Collections. (a) The Subject to the provisions of subsection (b) below, the Servicer shall remit within two Business Days of receipt thereof to the Collection Account (i) all payments by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables and Rule of 78's Payments, but excluding payments with respect to Purchased Receivables and amounts included in the Receivables (Supplemental Servicing Fee other than Purchased ReceivablesRule of 78's Payments), including amounts treated as collections on Final Payment Receivables pursuant to Section 3.2(d) and (ii) all Net Liquidation ProceedsProceeds and all Recoveries, both received by the Servicer during any Collection Period, as collected during soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads and Rule of 78's Payments shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending, with respect to Payaheads, determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Period less any Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(g)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such amounts shall not be transferred to the Collection Account until due, and with respect to Rule of 78's Payments, determination of such payments, which payments owed thereon upon determination shall be made to the Servicer, and the Trust shall not be entitled to such amounts. MMCA, for so long as it is acting as the Servicer, may make remittances of collections on a less frequent basis than that specified in the immediately preceding paragraph. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2(a) and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2(a), the Servicer shall remit collections received during a Collection Period to the Collection Account in immediately available funds on the Business Day prior to the related Payment Date but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, for so long as if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (i) Franklin Capital remains which may include the Servicerremittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, provides to the Owner Trustee and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to Indenture Trustee written confirmation from the Rating Agencies, then Agencies that such alternative remittance schedule will not result in the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions downgrading or limitations imposed withdrawal by the Rating Agencies in connection therewith are complied with), of the ratings then assigned to the Notes and the Certificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or written notice from the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account, as soon as practicable, but in no event after the close of business on the second Business Day immediately preceding after receipt thereof by the related Distribution Date. If, however, one of the conditions in clauses subservicer (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect but subject to the preceding calendar month provisions of Section 4.2(a)) the amounts referred to the Collection Account within two Business Days in Section 4.2(a) in respect of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined Receivable being serviced by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administratorsubservicer.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection ----------- Account all payments by or on behalf of the Obligors with respect to on the Receivables (other than Purchased Receivables) and , all Net Insurance Proceeds, all Liquidation Proceeds, both as collected during the Monthly Period less proceeds from any payments owed thereon to the ServicerDealer Liability, proceeds from any International Purchase Obligations and proceeds from any Guaranties within two Business Days after receipt thereof. Notwithstanding the foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit collections received during a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date but only for so long as (i) Franklin Capital remains NFC is the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iiix) the Servicer’s (or if Servicer satisfies the Servicer is Franklin Capitalrequirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the Representative has entered into an agreementsatisfaction of such requirements, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then Agencies which initially rated the Representative’sSecurities reaffirm the rating of the Securities at the level at which they would be rated if collections were remitted within two Business Days or (y) short the short-term unsecured debt obligations of NFC are rated at least “A-1” + by Standard & Poor’s S&P and “Prime-1” P-1 by ▇▇▇▇▇’'▇ Investors Service, Inc., and (iviii) a Servicer Default shall not have occurred and be continuing. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed immediately preceding sentence that would require remittance within two Business Days by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on unless the second Business Day immediately preceding Indenture Trustee has received notice of such event or circumstance from the related Distribution Date. If, however, one Seller or the Servicer in an Officer's Certificate or from Noteholders whose Notes evidence not less than 25% of the conditions in clauses (i) through (iv) Outstanding Amount of the Voting Notes as of the close of the preceding sentence is not satisfied, then Distribution Date or unless a Responsible Officer in the Servicer shall remit Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use event or invest collections at its own risk and for its own benefit and need not segregate collections from its own fundscircumstance. For purposes of this Article V the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorServicer. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the second Business Day after identification thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase “payments owed thereon to received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iiiA) the ServicerNMAC’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short short-term unsecured debt obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (ivso long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. 42 (Nissan 2015-B Sale and Servicing Agreement) (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositoralternative remittance schedule. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the second Business Day after identification thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase “payments owed thereon to received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iiiA) the ServicerNMAC’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short short-term unsecured debt obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (ivso long as ▇▇▇▇▇’▇ and Fitch are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Servicer will no longer be bound by the Monthly 40 (Nissan 2014-A Sale and Servicing Agreement) Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. (b) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (c) The Servicer shall give (i) the Owner Trustee, the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be satisfied), if the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositoralternative remittance schedule. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Subject to the provisions of subsection (b) below, the Servicer shall remit within two Business Days of receipt thereof to the Collection Account (i) all payments by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables and Rule of 78's Payments, but excluding payments with respect to Purchased Receivables and amounts included in the Receivables (Supplemental Servicing Fee other than Purchased ReceivablesRule of 78's Payments), including amounts treated as collections on Final Payment Receivables pursuant to Section 3.2(d) and (ii) all Net Liquidation ProceedsProceeds and all Recoveries, both received by the Servicer during any Collection Period, as collected during soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads and Rule of 78's Payments shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending, with respect to Payaheads, determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Period less any Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(e)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such amounts shall not be transferred to the Collection Account until due, and with respect to Rule of 78's Payments, determination of such payments, which payments owed thereon upon determination shall be made to the Servicer, and the Trust shall not be entitled to such amounts. MMCA, for so long as it is acting as the Servicer, may make remittances of collections on a less frequent basis than that specified in the immediately preceding sentence. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2 and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2, the Servicer shall remit collections received during a Collection Period to the Collection Account in immediately available funds on the Business Day prior to the related Payment Date but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, for so long as if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (i) Franklin Capital remains which may include the Servicerremittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, provides to the Owner Trustee and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to Indenture Trustee written confirmation from the Rating Agencies, then Agencies that such alternative remittance schedule will not result in the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions downgrading or limitations imposed withdrawal by the Rating Agencies in connection therewith are complied with), of the ratings then assigned to the Notes and the Certificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or written notice from the Holders of Notes evidencing not less than 25% of the principal balance of the then outstanding Notes or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or an Authorized Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (b) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Collection Account, as soon as practicable, but in no event after the close of business on the second Business Day immediately preceding after receipt thereof by the related Distribution Date. If, however, one of the conditions in clauses subservicer (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect but subject to the preceding calendar month provisions of Section 4.2(a)) the amounts referred to the Collection Account within two Business Days in Section 4.2(a) in respect of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined Receivable being serviced by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administratorsubservicer.

Collections. (a) The On or prior to the Closing Date, the Master Servicer shall remit within two Business Days of receipt thereof open, or cause 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 Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capitalopened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the Representative has entered into an agreementname of "▇▇▇▇▇ Fargo Bank, guarantyNational Association, surety or other arrangement backing Franklin Capital’s obligations acceptable to as Master Servicer for LaSalle Bank National Association, as Trustee for the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by Holders of ▇▇▇▇▇’▇ and ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (iv) the Rating Agency Condition shall have been satisfied (and any conditions "Certificate Account"). On or limitations imposed by prior to the Rating Agencies in connection therewith are complied with)Closing Date, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Master Servicer shall remit such collections with respect open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the preceding calendar month to name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Collection Account within two Business Days Holders of receipt thereof or▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., if Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection "Interest Reserve Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer will be entitled shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be reimbursed from amounts deposited, into the Certificate Account on deposit the Business Day following receipt (or, in the Collection Account with respect case of an inadvertent failure to a Monthly Period for amounts previously deposited make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the Collection Account but later determined case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer 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 an REO Account pursuant to Section 5.6(a)(i9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) upon certification may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Servicer of such amounts Primary Servicer), and (III) shall, rather than deposit them in the provision of such information Certificate Account, directly remit the Excess Servicing Fees to the Indenture Trustee and holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the Indenture Administrator.applicable holder of the excess servicing rights)):

Collections. (a) The Servicer shall 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 Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the Servicer’s 's (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s 's obligations acceptable to the Rating AgenciesAgencies and the Security Insurer, then the Representative’s's) short term obligations are rated at least “A-1” A-1 by Standard & Poor’s 's and “Prime-1” P-1 by ▇▇▇▇▇’▇ Moody's and (ivv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (ivv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorSeller. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorSecurity Insurer as may be necessary in the opinion of the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6(a)(i), or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6(a)(i) or Section 5.9, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date.

Collections. (a) The On or prior to the Closing Date, the Master Servicer shall remit within two Business Days of receipt thereof open, or cause 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 Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capitalopened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the Representative has entered into an agreementname of "Wells Fargo Bank, guarantyNational Association, surety or other arrangement backing Franklin Capital’s obligations acceptable to as Master Servicer for LaSalle ▇▇▇▇ National Association, as Trustee for the Rating AgenciesHolders of Bear Stearns Commercial Mortgage Securities Inc., then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by Commercial Mortgage Pass-T▇▇▇▇▇’▇ and Certificates, Series 2005-TOP18" (iv) the Rating Agency Condition shall have been satisfied (and any conditions "Certificate Account"). On or limitations imposed by prior to the Rating Agencies in connection therewith are complied with)Closing Date, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Master Servicer shall remit such collections with respect open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the preceding calendar month to name of "Wells Fargo Bank, National Association, as Master Servicer for LaSalle ▇▇▇▇ National Association, as Trustee for the Collection Account within two Business Days Holders of receipt thereof orBear Stearns Commercial Mortgage Securities Inc., if Commercial Mortgage Pass-T▇▇▇▇▇▇ Certificates, Series 2005-TOP18" (the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection "Interest Reserve Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer will be entitled shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) On the Closing Date, the Master Servicer shall deposit the Initial Deposit delivered to it by the Depositor on that date into the Certificate Account. The Master Servicer shall deposit, or cause to be reimbursed from amounts deposited, into the Certificate Account on deposit the Business Day following receipt (or, in the Collection Account with respect case of an inadvertent failure to a Monthly Period for amounts previously deposited make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the Collection Account but later determined case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer 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 an REO Account pursuant to Section 5.6(a)(i9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) upon certification may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Servicer of such amounts Primary Servicer), and (III) shall, rather than deposit them in the provision of such information Certificate Account, directly remit the Excess Servicing Fees to the Indenture Trustee and holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the Indenture Administrator.applicable holder of the excess servicing rights)):

Collections. The Seller shall instruct all Obligors, or cause the Originators to instruct, all Obligors to pay all Collections directly to a segregated lock-box or other Collection Account listed on Exhibit III, each of which is subject to a Collection Account Agreement. In the case of payments remitted to any such lock-box, the Seller shall cause all proceeds from such lock-box to be deposited directly by a Collection Bank into a Collection Account listed on Exhibit III, which is subject to a Collection Account Agreement. The Seller shall maintain exclusive dominion and control (asubject to the terms of this Agreement) The Servicer to each such Collection Account. In the case of any Collections received by the Seller or any Originator, the Seller shall remit within two (or shall cause such Originator to remit) such Collections to a Collection Account not later than the Business Days Day immediately following the date of receipt thereof of such Collections, and, at all times prior to such remittance, the Seller shall itself hold (or, if applicable, shall cause such Originator to hold) such Collections in trust, for the exclusive benefit of the Purchasers and the Agents. In the case of any remittances received by the Seller in any such Collection Account that shall have been identified, to the Collection Account all payments by or on behalf satisfaction of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Seller shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent (iiat the direction of any Co-Agent) no Servicer Default shall have occurred and be continuingdelivers to any of the Collection Banks a Collection Notice pursuant to Section 6.3, (iii) any Agent may request that the Servicer’s (or if the Servicer is Franklin CapitalSeller, and the Representative has entered into an agreementSeller thereupon promptly shall and shall direct the Originators to, guarantydirect all Obligors on Receivables to remit all payments thereon to a new depositary account (the “New Concentration Account”) specified by the Administrative Agent and, surety at all times thereafter the Seller shall not deposit or otherwise credit, and shall not permit any Originator or any other arrangement backing Franklin Capital’s obligations acceptable Person to deposit or otherwise credit to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and New Concentration Account any conditions cash or limitations imposed by the Rating Agencies in connection therewith are complied with)payment item other than Collections. Alternatively, the Servicer Administrative Agent may remit such collections with respect request that the Seller, and the Seller thereupon promptly shall, direct all Persons then making remittances to the preceding calendar month to the any Collection Account listed on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is Exhibit III which remittances are not satisfied, then the Servicer shall remit payments on Receivables to deliver such collections with respect remittances to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons a location other than the Servicer or the Depositoran account listed on Exhibit III. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) As of the Closing Date, (i) Lockboxes and Lockbox Accounts shall have been established in the name of the Company, and assigned to the Trustee for the benefit of the Holders pursuant to the Pooling Agreement; (ii) the Trustee has established the Collection Account in the name of the Trust for the benefit of the Holders and the Collection Concentration Account in the name of the Company, pursuant to the Pooling Agreement; and (iii) the Servicer shall have instructed all Obligors to make all payments in respect of the Receivables to a Lockbox (except to the extent that the servicer of the Receivables, prior to such date, in the normal course of its business and consistent with its practices, has permitted Obligors to remit payments to a Collector), and such instructions thereafter shall continue to be in full force and effect. The Servicer is hereby authorized to collect payments in accordance with the foregoing sentence. Any payments collected by a Collector shall remit be deposited into a Lockbox Account within two one Business Day following receipt thereof; PROVIDED that on any business day all Collectors may hold in the aggregate up to $150,000, provided that in all events such payments shall be deposited within three Business Days following receipt thereof. All Collections received in a Lockbox shall, within one Business Day of receipt thereof, be deposited in a Lockbox Account. All immediately available funds deposited in a Lockbox Account shall be transferred by the relevant Lockbox Processor within one Business Day of receipt thereof to the Collection Concentration Account all or, in the event of a Potential Early Amortization Event or Early Amortization Event, to the Collection Account. Except as permitted in the first sentence of this subsection 2.3(a), in the event that any payments by or on behalf in respect of the Obligors with respect Receivables are made directly to the Receivables Support Provider or Servicer (other than Purchased Receivables) and all Net Liquidation Proceedsincluding, both as collected during without limitation, any employees thereof or independent contractors employed thereby), the Monthly Period less any payments owed thereon to Support Provider or the Servicer, as applicable, shall, within one Business Day of receipt thereof, forward such amounts to a Lockbox (including by depositing instruments evidencing any such amounts into any such Lockbox Account) and, prior to forwarding such amounts, the Support Provider or the Servicer, as applicable, shall hold such payments in trust as custodian for the Trustee. Notwithstanding Each of the foregoingCompany and the Servicer represents, for so long as 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. (a) Each Lockbox Agreement shall provide that the Lockbox Processor thereunder is irrevocably directed, and such Lockbox Processor irrevocably agrees, to (i) Franklin Capital remains deposit funds received in the Servicer, Lockbox directly into the Lockbox Account and (ii) no Servicer Default transfer immediately available funds on deposit in the Lockbox Account within one Business Day of receipt thereof to the Trustee for deposit in the Collection Concentration Account or, in the event of a Potential Early Amortization Event or Early Amortization Event, to the Collection Account. Each Lockbox Agreement shall have occurred and be continuing, (iii) substantially in the Servicer’s (form of Exhibit A to the Pooling Agreement or if in such form as the Servicer is Franklin CapitalLockbox Processor party thereto employs in the ordinary course of its business for transactions of a type similar to the one contemplated by this Agreement, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations which form shall be reasonably acceptable to the Rating Agencies, then Trustee. A new Lockbox Account may be designated from time to time by the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s Company and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition Servicer; PROVIDED that the Lockbox Processor chosen to maintain such new Lockbox Account shall have been satisfied (and any conditions or limitations imposed by entered into a Lockbox Agreement with the Rating Agencies in connection therewith are complied with)Company, the Servicer may remit and the Trustee prior to any funds being deposited into such collections with respect Lockbox Account. The Company or the Servicer shall notify each Rating Agency of the designation of a new Lockbox Account. Prior to any resignation of the preceding calendar month Lockbox Processor or termination of the Lockbox Processor by the Company or the Trustee, the Servicer hereby agrees to obtain a replacement Lockbox Processor, the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, unsecured and uncollateralized obligations of which (or of its holding company parent) are rated in one of the conditions in clauses (i) through (iv) of the preceding sentence three highest long-term or short-term rating categories by each Rating Agency rating such replacement Lockbox Processor, to serve under a Lockbox Agreement which is not satisfied, then the Servicer shall remit such collections with respect reasonably acceptable to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorTrustee. (b) The Servicer will be entitled to be reimbursed from Trustee shall administer amounts on deposit in the Collection Account, and the Servicer, on behalf of the Trust, shall administer amounts on deposit in the Lockbox Accounts, in each case in accordance with the terms of the Pooling and Servicing Agreements. Each of the Company and the Servicer acknowledges and agrees that (i) it shall not have any right to withdraw any funds on deposit in the Collection Account with respect to a Monthly Period for or any Lockbox Account, (ii) all 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 any Lockbox Account shall be paid under the sole dominion and control of the Trustee (subject to the Servicer on Servicer's right to direct the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer application of such amounts as provided by the terms of any Pooling and Servicing Agreement), (iii) with respect to the provision Eligible Investments, the Trustee shall be entitled to exercise the rights that comprise such financial assets and to exercise the ordinary rights of an entitlement holder, and (iv) the securities account into which Eligible Investments may be held or credited shall be an account of the Trustee and not the Company or the Servicer, but if, despite such intent, the securities account is determined to be an account of the Company or the Servicer then the securities intermediary shall comply with entitlement orders originated by the Trustee without further consent by the Company or the Servicer. (c) As soon as practicable but in any event not later than the Business Day following the date that the Servicer determines, identifies and certifies in writing to the Trustee that any of the collected funds received in any of the Lockboxes, the Lockbox Accounts, the Collection Concentration Account or the Collection Account do not constitute Collections on account of the Receivables, such monies which do not constitute such Collections shall be remitted to the applicable Seller to the extent such determination and identification is reasonably satisfactory to the Trustee. (d) All collections received or deposited in the Collection Account as "Collections" shall be deemed, for purposes of the Transaction Documents, to have been received or deposited as of the Business Day Received (as defined in the immediately succeeding sentence). As used herein, the term "BUSINESS DAY RECEIVED" shall mean (i) if funds are deposited in the Collection Account by 3:00 p.m., New York City time, such day of deposit and (ii) if funds are deposited in the Collection Account after 3:00 p.m., New York City time, the Business Day next following such day of deposit. (e) Unless otherwise required by law or unless an Obligor designates that a payment be applied to a specific Receivable, all Collections received from an Obligor shall be applied to the oldest Receivables of such information Obligor. (f) The Servicer, following notification that collections of any receivable or other intangible owed to any Seller which is not a Receivable have been deposited in error into any Lockbox Account, shall segregate all such collections or, if such collections have been deposited into the Collection Concentration Account or the Collection Account, shall segregate such collections for transfer to such Seller. Promptly after such misapplied collections have been identified in writing to the Indenture Trustee, the Trustee shall transfer and the Indenture Administratorturn over all such collections to such Seller.

Collections. (a) The Servicer shall, 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 remit within two Business Days of receipt thereof 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 Receivables (other than Purchased Receivables) and all Net Liquidation ProceedsLock-Box Account, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on or the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (iExisting Bank Accounts) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositorthereof. (b) The Notwithstanding the provisions of subsection (a) hereof, (i) the Servicer will be entitled to be reimbursed withdraw from amounts on deposit in the Collection Account with respect to a Monthly Quarterly 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 fundsfunds or that constituted payment of amounts that are not Receivables. The amount amounts to be reimbursed withdrawn hereunder shall be paid by the Servicer to the Servicer Person lawfully entitled to such amounts on the related Distribution Payment Date pursuant to Section 5.6(a)(i4.4(ii) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee as may be necessary in the opinion of the 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 such amounts pursuant to this Section 4.2(b), the Trustee shall not make a distribution to the Servicer in respect of such amounts pursuant to Section 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 the next succeeding Payment Date, and (ii) on or prior to each Determination Date, the Servicer may, but is under no obligation to, advance the amount required to be paid with respect to a Receivable by the Obligor thereof on or prior to such 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. Each Servicer Advance shall be repaid to the Servicer on the next occurring Payment Date pursuant to Section 4.4(ii) to the extent that funds are available upon certification by the Servicer of such amount advanced and the Indenture Administratorprovision 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. The Seller shall instruct all Obligors, or cause the Originators to instruct, all Obligors to pay all Collections directly to a segregated lock-box or other Collection Account listed on Exhibit III, each of which is subject to a Collection Account Agreement. In the case of payments remitted to any such lock-box, the Seller shall cause all proceeds from such lock-box to be deposited directly by a Collection Bank into a Collection Account listed on Exhibit III, which is subject to a Collection Account Agreement. The Seller shall maintain exclusive dominion and control (asubject to the terms of this Agreement) The Servicer to each such Collection Account. In the case of any Collections received by the Seller or any Originator, the Seller shall remit within two (or shall cause such Originator to remit) such Collections to a Collection Account not later than the Business Days Day immediately following the date of receipt thereof of such Collections, and, at all times prior to such remittance, the Seller shall itself hold (or, if applicable, shall cause such Originator to hold) such Collections in trust, for the exclusive benefit of the Purchasers and the Agents. In the case of any remittances received by the Seller in any such Collection Account that shall have been identified, to the Collection Account all payments by or on behalf satisfaction of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Seller shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent (iiat the direction of any Co-Agent) no Servicer Default shall have occurred and be continuingdelivers to any of the Collection Banks a Collection Notice pursuant to Section 6.3, (iii) any Agent may request that the Servicer’s (or if the Servicer is Franklin CapitalSeller, and the Representative has entered into an agreementSeller thereupon promptly shall and shall direct the Originators to, guarantydirect all Obligors on Receivables to remit all payments thereon to a new depositary account (the “New Concentration Account”) specified by the Administrative Agent and, surety at all times thereafter the Seller shall not deposit or otherwise credit, and shall not permit any Originator or any other arrangement backing Franklin Capital’s obligations acceptable Person to deposit or otherwise credit to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and New Concentration Account any conditions cash or limitations imposed by the Rating Agencies in connection therewith are complied with)payment item other than Collections. Alternatively, the Servicer Administrative Agent may remit such collections with respect request that the Seller, and the Seller thereupon promptly shall, direct all Persons then making remittances to the preceding calendar month to the any Collection Account listed on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is Exhibit III which remittances are not satisfied, then the Servicer shall remit payments on Receivables to deliver such collections with respect remittances to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons a location other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts an account listed on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient fundsExhibit III. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.THIRD AMENDED AND RESTATED RPA

Collections. (a) The Servicer shall 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 Monthly Collection Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V V, the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorSeller. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly 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 Payment Date pursuant to Section 5.6(a)(i5.6(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 AdministratorTrustee notice to such effect following receipt of which the Indenture Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6 or Section 5.9, the Indenture Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Payment Date. (c) If at any time the percentage of Obligors using the automated payment option, which percentage shall be the equivalent of a fraction, the numerator of which is the aggregate Principal Balance of such Obligors' Receivables calculated as of the last day of the immediately preceding Collection Period and the denominator of which is the Aggregate Principal Balance calculated as of the last day of the immediately preceding Collection Period, is below 75%, then the Servicer shall cause all payments by or on behalf of the Obligors that are not using the automated payment option to be deposited into a lockbox account established at a depository institution acceptable to Insurer.

Collections. (a) The Except as otherwise set forth in this Agreement, the Servicer shall remit within two Business Days of receipt thereof cause all funds due and to become due to any Securitization Entity and to the Predecessor Restaurant Holders (with respect to the Post-Closing U.S. Restaurants) to be deposited to the Concentration Account for further credit to the Collection Account all payments by or on behalf in accordance with Section 10.1(a) of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation ProceedsIndenture; provided, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as that (i) Franklin Capital remains Advertising Fees payable by the Servicer, Franchisees (excluding for this purpose the Restaurant Holders and the Predecessor Restaurant Holders in their capacity as Franchisees) will be deposited by the Servicer in the Advertising Fees Account; (ii) no Asset Disposition proceeds will be deposited by the Servicer Default shall have occurred and be continuing, in the Capital Expenditure Reserve Account; (iii) the Servicer’s (or if all insurance and condemnation proceeds will be deposited by the Servicer is Franklin Capital, and in the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and Insurance Proceeds Account; (iv) Third Party Licensing Fees collected from Franchisees (excluding for this purpose the Rating Agency Condition shall have been satisfied (Restaurant Holders and any conditions or limitations imposed the Predecessor Restaurant Holders in their capacity as Franchisees) will be deposited by the Rating Agencies Servicer in connection therewith are complied with), either the Servicer may remit such collections with respect to Third Party Licensing Fee Account or the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses Concentration Account; (iv) through (iv) of the preceding sentence is not satisfied, then the Servicer any Indemnification Amounts and Series Hedge Agreement Receipts shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof be deposited directly into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer provided that any Liquor License Related Indemnification Amounts will be entitled to be reimbursed from amounts on deposit in deposited into the Collection Account in accordance with respect to a Monthly Period for amounts previously the procedures set forth in Section 2.2(n)(ii) below; (vi) any Insurance Proceeds Amounts shall be withdrawn from the Insurance Proceeds Account and deposited in directly into 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 Account; and (vii) any Asset Disposition Prepayment Amounts shall be paid to withdrawn from the Servicer on Capital Expenditure Reserve Account and deposited directly into the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorCollection Account.

Collections. (a) The Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit within two 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 Days Day, after receipt thereof. Subject to the provisions of receipt thereof to subsections (b) and (c), on the Closing Date, Servicer shall deposit in the Collection Account all payments by or on behalf of the Obligors with respect to on the Receivables (other than Purchased Receivables) received by Servicer after the Cutoff Date and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon on or prior to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Closing Date. If. (b) Notwithstanding the provisions of subsection (a), however, one 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 conditions Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) Servicer ceases to have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (ix), (y) through and (ivz) of the preceding sentence is not satisfied, then the Servicer shall remit such collections proviso with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyoutgoing Servicer. Pending the deposit thereof of the amounts referred to in subsection (a) into the Collection Account, the such amounts may be employed by Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections be segregated from its Servicer's own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Servicer shall 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 Financed Student Loans (other than Purchased Receivables) Student Loans), and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the ServicerCollection Period. Notwithstanding the foregoing, for so long as (i) Franklin Capital Key Bank USA, National Association remains the ServicerAdministrator, (ii) no Servicer Administrator Default shall have occurred and be continuing, continuing and (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable prior to ceasing daily remittances to the Rating AgenciesCollection Account, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof orto the Administrator, if and the Servicer has already held Administrator need not deposit such collections for two Business Days, it shall remit such collections to into the Collection Account immediately. Pending until one Business Day immediately prior to the next following Distribution Date; PROVIDED, HOWEVER, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall deposit thereof into the Collection AccountAccount (i) that portion of such amounts received by it that is equal to the Servicing Fee payable on such date and (ii) Guarantee Payments made by TERI ▇▇ excess of the Maximum TERI ▇▇▇ments Amount. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Servicer may use or invest Administrator shall deposit all collections at its own risk and for its own benefit and need not segregate collections from its own fundsheld by it into the Collection Account within five Business Days thereof. For purposes of this Article V V, the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Receivables Financed Student Loans by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer behalf of such amounts borrowers thereof and the provision of such information to Guarantors (but excluding the Indenture Trustee and the Indenture AdministratorDepartment).

Collections. (a) The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit within two Business Days of receipt thereof to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) Receivables and not including Fixed Value Payments), all Net Liquidation Proceeds, both as Proceeds collected during the Monthly Period less any payments owed thereon related Collection Period, prior to 11:00 A.M. (New York time) on the Servicerrelated Payment Date. Notwithstanding the foregoing, for so long 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 within two Business Days of receipt thereof. The commingling conditions are as follows: (i) Franklin Capital remains DCFS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing, continuing and (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’sx) short DaimlerChrysler North America Holding Corporation must maintain a short-term obligations are rated rating of at least “"P-1" by Moody's and "A-1” " by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and 's or (ivy) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect . Notwithstanding anything herein to the preceding calendar month 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 second Business Day immediately preceding related Servicer's Certificate as being due and payable to DCFS or the related Distribution Date. IfSeller and pay such amounts directly to DCFS or the Seller, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own fundsas applicable. For purposes of this Article V V, the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled Seller. In the event the commingling conditions cease to be reimbursed from amounts on deposit in met, the Collection 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 "P-1" by Moody's 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 all interest payments by or on behalf of the Obligors with respect to the 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 weighted average APR of such Receivables and the number of calendar days in that Collection Period divided by 360 and (ii) deposit such calculated daily interest amounts to the Deposit Account within the applicable time frame required pursuant to this Section 5.02. In the event that the sum of the daily interest amounts so calculated for a Monthly Collection Period exceeds the amount of actual interest payments for amounts previously deposited in that Collection Period, the Collection Account but later determined by Indenture Trustee shall, at 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 written direction of the Servicer, release such excess to the Servicer on (or its designee). For the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by avoidance of doubt, the Servicer is not required to calculate the amount of such amounts interest payments in the manner provided in the two immediately preceding sentences and the may, upon provision of such information to the Indenture Trustee of written notice thereof, change its procedures so that it deposits the 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 Indenture AdministratorDeposit Account within the applicable time frame required pursuant to this Section 5.02.

Collections. Obligors shall make payments on the Receivables (ai) to the Servicer who shall deposit all such payments in the Collection Account no later than the first Business Day following the date of receipt or (ii) as In-Store Payments, which shall be deposited in the Collection Account no later than the second Business Day following the date of receipt. The Servicer shall remit within two Business Days allocate such amounts to each Series of receipt thereof Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall withdraw the required amounts from the Collection Account all payments by or on behalf pay such amounts to the Holder of the Obligors Exchangeable Transferor Certificate in accordance with this Article IV. The Servicer shall make such deposits or payments on the date indicated therein by wire transfer or as otherwise provided in the Supplement for any Series of Certificates with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon such Series. Notwithstanding anything in this Agreement to the Servicer. Notwithstanding contrary, but subject the foregoingterms of any Supplement, for so long as as, and only so long as, SRI or an Affiliate of SRI shall remain the Servicer hereunder, and (a) (i) Franklin Capital remains SRI or an Affiliate of SRI provides to the Trustee a letter of credit or other form of Enhancement rated in the highest rating category by the Rating Agency covering the risk of collection of the Servicer, and (ii) no Servicer Default the Transferor shall not have received a notice from any Rating Agency that such a letter of credit or other form of Enhancement would result in the lowering of such Rating Agency's then existing rating of the Investor Certificates, or (b) SRI shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short maintain a short-term obligations are rated credit rating of at least “A-1” A-1 by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)'s, the Servicer may remit such collections with respect to the preceding calendar month to need not deposit Collections from the Collection Account into the Principal Account or the Interest Funding Account or any Series Account, or make payments to the Holder of the Exchangeable Transferor Certificate, prior to the close of business on the day any Collections are deposited in the Collection Account as otherwise provided in this Article IV, but may instead make such deposits, payments and withdrawals on each Transfer Date in an amount equal to the net amount of such deposits, payments and withdrawals which would have been made but for the provisions of this paragraph. The Servicer shall deposit all Defaulted Receivable Receipts into the Collection Account no later than the first Business Day following the date of receipt (unless such Defaulted Receivable Receipts are In-Store Payments, which shall be deposited no later than the second Business Day immediately preceding following the related Distribution Datedate of receipt). If, however, one of the conditions Upon its determination that any Defaulted Receivable Receipts are in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed withdraw the portion of such Defaulted Receivable Receipts not constituting Recoveries from amounts on deposit in the Collection Account with respect and to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid transfer such funds to the Servicer on Transferor (or to any Person who acquired the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by Defaulted Receivables from the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorTransferor).

Collections. (a) The Servicer shall remit within cause all Collections to be remitted directly to the Collection Account. If, notwithstanding the foregoing, the Servicer receives any Collections directly, it shall promptly (but in no event later than two Business Days of receipt thereof after receipt) remit such Collections to the Collection Account all payments by or on behalf Account. Upon receipt of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof Collections into the Collection Account, the Servicer may use or invest collections at its own risk Collateral Administrator shall cause such Collections to be segregated and for its own benefit deposited into the Interest Collection Account in the case of Interest Collections and need not segregate collections from its own funds. For purposes the Principal Collection Account in the case of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorPrincipal Collections within two Business Days following receipt in such Collection Account. (b) The Servicer will shall prevent the deposit of any funds other than Collections into the Collection Account (including, without limitation, any Retained Interest or Released Amounts, which funds the Servicer shall be entitled to receive and retain), and if, notwithstanding the foregoing, in the event that the Collateral Administrator receives actual knowledge that any funds other than Collections have been deposited into the Collection Account, the Collateral Administrator shall segregate and remit any such funds to the owner thereof within two Business Days following such deposit. (c) Notwithstanding Section 7.03(a), if the Servicer or Indenture Trustee, as applicable, is required to return to any Person any funds previously remitted to the Collection Account in respect of a Collection of a Loan in the Loan Pool as a result of a dishonored check, the Servicer shall be reimbursed for such loss by withholding an amount equal to such funds from future Collections; provided that, if the Servicer or Indenture Trustee, as applicable, is required to return any such funds after the termination of this Agreement, any such previously remitted funds shall be returned by the recipient thereof to the Servicer. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid. (d) The Servicer may, at any time upon one Business Day’s written notice to the Indenture Trustee and the Deal Agent, make withdrawals from the Collection Account (and, in the case of clause (iii) and (vi) below, the Commitment Reserve Account, and, in the case of clause (vi) below, the Note Distribution Account) for the following purposes and at the following times: (i) on any Business Day, to withdraw solely from Collections on deposit in the Collection Account any amount received from an Obligor that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in accordance with a final, nonappealable order of a court having competent jurisdiction; (ii) on any Business Day, to withdraw any funds deposited in the Collection Account that were not required or permitted to be deposited therein or were deposited therein in error; (iii) on any Business Day during the Revolving Period, in the Servicer’s reasonable discretion, and subject to the delivery to the Indenture Trustee and the Deal Agent of a Borrowing Base Certificate dated as of such date and reflecting the application of Principal Collections as described in this clause (iii), to remit solely from Principal Collections on deposit in the Principal Collection Account and from amounts on deposit in the Commitment Reserve Account, on behalf of the Issuer and in accordance with the applicable Underlying Loan Agreement, to any Obligor of a Committed Revolving Loan or Committed Delayed Draw Term Loan that is included in the Loan Pool at such time, funds constituting an additional advance made by the Issuer in respect of its Loan Commitment under such Loan; (iv) on any Transfer Date during the Revolving Period, if no Servicer Default or Event of Default then exists, to remit solely from Principal Collections on deposit in the Principal Collection Account, on behalf of the Issuer, to the Originator cash consideration for any purchase of Additional Loans to be made on such Transfer Date pursuant to the terms of Section 2.02; (v) on any Business Day following the satisfaction and discharge of the Indenture, and the payment in full of the principal of and interest on the Notes and all other amounts owing to the Secured Parties or any other Persons under the Transaction Documents, to remit to or at the written direction of the Issuer all funds remaining on deposit in the Collection Account, the Note Distribution Account and the Commitment Reserve Account; and (vi) on any Business Day during the Revolving Period, provided that no Servicer Default or Event of Default then exists, to withdraw Principal Collections arising from the sale of Agented Loans from the Principal Collection Account. (e) On any Business Day from and after the occurrence of an Event of Default or any failure of any Noteholder to make advances to the Issuer under the terms of the Transaction Documents, the Servicer shall remit solely from Principal Collections on deposit in the Principal Collection Account and from amounts on deposit in the Commitment Reserve Account, on behalf of the Issuer and in accordance with the applicable Underlying Loan Agreement, to any Obligor of a Committed Revolving Loan or Committed Delayed Draw Term Loan included in the Loan Pool at such time, funds constituting an additional advance made by the Issuer in respect of its Loan Commitment under such Loan; provided that the Deal Agent shall have the right (but not the obligation) in its reasonable discretion to a Monthly direct the Servicer to make such advances only to such Obligors and in respect of such Loans as are selected by the Deal Agent in its sole discretion. (f) On the Business Day preceding each Payment Date, the Servicer shall, or shall cause the Indenture Trustee to, withdraw from the Collection Account and the Commitment Reserve Account, as applicable, and remit to the Indenture Trustee for deposit in the Note Distribution Account, (i) the Collections received during the related Collection Period for amounts previously deposited and remaining on deposit in the Collection Account but later determined by as of the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount related Calculation Date and (ii) if such Payment Date occurs during the Revolving Period, all amounts on deposit in the Commitment Reserve Account, such sum to be reimbursed hereunder shall be paid to held in trust for the Servicer on benefit of the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorPersons entitled thereto.

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

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase "payments owed thereon to received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing, continuing (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed unless waived by the Rating Agencies in connection therewith are complied with)appropriate Securityholders) (collectively, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then "Monthly Remittance Conditions"); the Servicer shall remit such collections with respect not be required to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyon the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Pending deposit thereof Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account, Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other Collection Account on a daily basis not later than the Servicer or the Depositorfirst Business Day after receipt thereof. (b) The Servicer will Indenture Trustee or the Owner Trustee shall not be entitled deemed to be reimbursed have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from 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 Seller or the Servicer to have resulted in an Officer's Certificate or from mistaken deposits the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or postings a Trust Officer of the Indenture Trustee or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such amounts and event or circumstances. (c) The Servicer shall give the provision of such information to Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (Nissan 2003-B Sale and Servicing Agreement) (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture AdministratorTrustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to any Class of Notes.

Collections. (a) The Servicer has established the Local Collection Accounts with the banks listed on Exhibit C with any changes from time to time to be promptly reported to the Trustee. On the Closing Date, the Trustee shall provide notice of the location of the Trust Accounts and the Local Collection Accounts (as well as prompt notice thereafter of any changes) to the Security Insurer. The Servicer shall remit within two Business Days of receipt thereof directly to the Local Collection Account Accounts without deposit into any intervening account all payments by or on behalf of the Obligors with respect to on the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains Proceeds received by the Servicer, (ii) in each case, as soon as practicable, but in no Servicer Default shall have occurred and be continuing, (iii) event later than the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Dateafter receipt thereof. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Within three Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof of payments into the a Local Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes shall cause all amounts credited to such Local Collection Account on account of this Article V the phrase “such payments by or on behalf of Obligors” shall mean payments made with respect to be transferred to the Receivables by Persons other than Collection Account. Amounts in the Servicer or the DepositorLocal Collection Accounts shall not be invested. (b) The 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 (i) 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 fundsfunds and (ii) if FEFG is not the Servicer, for amounts payable pursuant to the proviso in Section 3.15(b) and to the proviso in the first sentence of Section 8.2. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Payment Date pursuant to Section 5.6(a)(i4.6(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorSecurity Insurer as may be necessary in the opinion of the Trustee and the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to this Section 4.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 4.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Payment Date.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds, both as collected during Proceeds not later than the Monthly Period less any payments owed thereon to the Servicerfirst Business Day after receipt thereof. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing, continuing (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed unless waived by the Rating Agencies in connection therewith are complied with)appropriate Securityholders) (collectively, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then "Monthly Remittance Conditions"); the Servicer shall remit such collections with respect not be required to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyon the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Pending deposit thereof Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account, Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer may use to the Collection Account on a daily basis not later than the first Business Day after receipt thereof. (b) The Indenture Trustee or invest collections at its own risk the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Holders of Notes or Certificates evidencing not less than 25% in principal amount of the outstanding amount of the Notes and for its own benefit and need not segregate collections from its own fundsthe aggregate balance of the Certificates, acting together as a single class, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. For purposes of this Article V V, the phrase “"payments received by or on behalf of the Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorServicer. (bc) The Servicer will be entitled to be reimbursed from amounts on deposit in shall give the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture AdministratorTrustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to any Class of Notes.

Collections. (a) Pursuant to the Indenture, the Trustee has established the Servicing Account. The Servicer shall make deposits to and transfers from the Servicing Account, and shall be entitled to make withdrawals therefrom, as provided in this Agreement. The Servicer shall remit within two Business Days of receipt thereof 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 Receivables (other disposition of Equipment to be treated as such in accordance with the last paragraph of Section 3.3) received by the Servicer, in each case, as soon as practicable, but in no event later than Purchased Receivables) the second Business Day after receipt thereof. Within three Business Days after the deposit of such payments and proceeds therein, the Servicer shall transfer all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon amounts credited to the ServicerServicing Account on account of such payments and proceeds (i) to the extent they constitute ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to the Collection Account and (ii) to the extent they represent Residual Realizations, to the Residual Account. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) may utilize an alternative remittance schedule acceptable to the Servicer’s (or Servicer if the Servicer is Franklin Capitalprovides to the 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. Amounts from time to time in the Servicing Account shall be invested in accordance with Section 8.07 of the Indenture, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable Servicer shall be entitled to any earnings on such investments as additional servicing compensation hereunder. In the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and event of any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)losses on such investments, the Servicer may remit such collections with respect shall deposit in the Servicing Account the amount thereof, net of any earnings otherwise distributable to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorServicer. (b) The Servicer shall remit to the Collection Account (i) no later than the second Business Day prior to a Payment Date, that portion of any Purchase Amount relating to the Required Payoff Amount received by the Servicer upon the repurchase by Vendor Services of any Lease pursuant to Section 2.6, and (ii) that portion of the amount paid by the Contributor to repurchase the Leases pursuant to Section 5.1 as is required to be deposited in the Collection Account pursuant to such Section. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Servicing Account or the Collection Account with respect to a Monthly 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 shall may be retained pursuant to Section 4.4 at any time or may otherwise be paid to the Servicer on the related Distribution Payment Date pursuant to Section 5.6(a)(i8.03(i) of the Indenture upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and as may be necessary to verify the Indenture Administratoraccuracy of such certification.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the second Business Day after identification thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase “payments owed thereon to received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iiiA) the ServicerNMAC’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short short-term unsecured debt obligations are rated at least “P-1” by Moody’s and NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s (so long as Moody’s and “Prime-1” by ▇▇▇▇▇’▇ Standard & Poor’s are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iviii) the Rating Agency Condition no Event of Default or Servicer Default shall have been satisfied occurred and be continuing (and any conditions or limitations imposed unless waived by the Rating Agencies in connection therewith are complied with)appropriate Securityholders) (collectively, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then “Monthly Remittance Conditions”); the Servicer shall remit such collections with respect not be required to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyon the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Pending deposit thereof Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account, Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other Collection Account on a daily basis not later than the Servicer or the Depositor.second Business Day after identification thereof. (Nissan Sale and Servicing Agreement) (b) The Servicer Indenture Trustee will be entitled to be reimbursed from amounts promptly, on the date of receipt, deposit in into the Collection Account with respect all New Swap Receipts received by it under the Interest Rate Swap Agreement in immediately available funds. (c) The Indenture Trustee or the Owner Trustee shall not be deemed to a have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Period for amounts previously deposited in Remittance Condition unless the Collection Account but later determined by Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer to have resulted in an Officer’s Certificate or from mistaken deposits the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or postings a Trust Officer of the Indenture Trustee or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such amounts and event or circumstances. (d) The Servicer shall give the provision of such information to Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (e) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture AdministratorTrustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to any Class of Notes.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection ----------- Account all payments by or on behalf of the Obligors with respect to on the Receivables (other than Purchased Receivables) and , all Net Insurance Proceeds, all Liquidation Proceeds, both as collected during the Monthly Period less proceeds from any payments owed thereon to the ServicerDealer Liability, proceeds from any International Purchase Obligations and proceeds from any Guaranties within two Business Days after receipt thereof. Notwithstanding the foregoing, the Servicer shall not be required to remit such collections within such two Business Days but may remit collections received during a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date but only for so long as (i) Franklin Capital remains NFC is the Servicer, (ii) no (x) the Servicer Default shall have occurred satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the satisfaction of such requirements, the Rating Agencies which initially rated the Securities reaffirm the rating of the Securities at the level at which they would be continuingrated if collections were remitted within two Business Days, (iiiy) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s short-term unsecured debt obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations of NFC are rated at least “A-1” A-1 by Standard & Poor’s S&P and “Prime-1” P-1 by ▇▇▇▇▇’'▇ Investors Service or (z) a standby letter of credit has been issued by an Eligible Institution which, as of each date during the period that the Servicer is making monthly remittances of Collections, has an undrawn amount at least equal to 150% of all Scheduled Payments due for the latest Monthly Period ended prior to the next succeeding Distribution Date (and the aggregate amount of unremitted collections does not at any time exceed 90% of the undrawn amount of such letter of credit) and (iviii) a Servicer Default shall not have occurred and be continuing. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed immediately preceding sentence that would require remittance within two Business Days by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on unless the second Business Day immediately preceding Indenture Trustee has received notice of such event or circumstance from the related Distribution Date. If, however, one Seller or the Servicer in an Officer's Certificate or from Noteholders whose Notes evidence not less than 25% of the conditions in clauses (i) through (iv) Outstanding Amount of the Controlling Class as of the close of the preceding sentence is not satisfied, then Distribution Date or unless a Responsible Officer in the Servicer shall remit Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use event or invest collections at its own risk and for its own benefit and need not segregate collections from its own fundscircumstance. For purposes of this Article V the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorServicer. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Master Servicer shall (or shall cause the applicable Subservicers to) remit within two Business Days of receipt thereof to the Group I Collection Account (with respect to the Group I Student Loans) or the Group II Collection Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Receivables Group I and Group II Student Loans, respectively (other than Purchased Receivables) Student Loans and subject to the definition of Group I and Group II Available Funds), and all Net related Liquidation ProceedsProceeds and Recoveries, both as collected during the Monthly Period less any payments owed thereon to the ServicerCollection Period. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains KBNA (or its Affiliate) is the Master Servicer, (ii) no Master Servicer Default shall have occurred and be continuing, (iii) the Master Servicer’s (or if the Servicer long-term debt is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1A-” by Standard & PoorS&P and its short-term debt is rated at least “P-1” by Moody’s and at least “Prime-1F-1” by ▇▇▇▇▇’▇ Fitch and (iv) prior to ceasing daily remittances to the applicable Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer may shall (or shall cause the applicable Subservicers to) remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof orto the Master Servicer, if and the Master Servicer has already held need not deposit such collections for two into the Group I Collection Account or the Group II Collection Account, as applicable, until one Business Days, it shall remit such collections Day immediately prior to the next following Distribution Date or Redemption Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Master Servicer shall deposit into the Group I Collection Account immediately. Pending deposit thereof or the Group II Collection Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date; provided further however, that for so long as KBNA is the Master Servicer, for administrative convenience, Master Servicing Fees and Administration Fees due and payable to KBNA need not be deposited into the Collection Accounts, but rather may be retained by KBNA and all such amounts shall be deemed to have been paid out of the Collection Accounts and shall be accounted as such. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Master Servicer shall deposit all collections held by it into the Group I Collection Account or the Group II Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own fundsas applicable, within two Business Days of receipt thereof. For purposes of this Article V V, the phrase “payments by or on behalf of Obligors” shall mean payments (other than administrative fees, late fees and similar charges and subject to the definition of Group I and Group II Available Funds) made with respect to the Receivables Group I or Group II Student Loans, as applicable, by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer behalf of such amounts borrowers thereof and the provision of such information to Guarantors (but excluding the Indenture Trustee and the Indenture AdministratorDepartment).

Collections. (a) The Servicer shall remit within two Business Days set aside for the ----------- sole benefit of receipt thereof Lender and the Administrator all Collections received to the Collection Account all payments by extent necessary to pay the Estimated Amount as it accrues (whether or not then due) that will be payable during such Settlement Period or on behalf the next occurring Settlement Date; provided that, unless the Administrator -------- shall request it to do so in writing after the occurrence and during the continuance of an Event of Default, Servicer shall not be required to hold such Collections in a separate deposit account containing only such Collections. So long as no Event of Default has occurred and is continuing, Collections received during a Settlement Period in excess of the Obligors amount to be set aside with respect to the Estimated Amount for such Settlement Period shall be used by the Company to pay the purchase price for Receivables generated by AnnTaylor, as seller, pursuant to the Purchase Agreement; if any Collections remain after such payment, they shall be retained by the Company for use in its sole discretion (other than Purchased Receivablessubject to the terms of this Agreement). If an Event of Default has occurred and is continuing, all Collections shall be held by Servicer pursuant to the first sentence of this paragraph (b). On each Settlement Date, Servicer shall ------------ remit to the Administrator an amount equal to the lesser of (1) and all Net Liquidation Proceeds, both as collected the amount of Collections received during the Monthly Settlement Period less any payments owed thereon related to such Settlement Date and (2) the Servicer. Notwithstanding the foregoing, for so long as sum of (i) Franklin Capital remains the Serviceramount of interest on the Loans accrued during the most recently ended Interest Period (plus any interest previously accrued and remaining unpaid), plus (ii) no Servicer Default shall have occurred the ---- amount of principal then due and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections owing with respect to the preceding calendar month to Loans (plus any principal previously due and remaining unpaid), plus (iii) all fees and other amounts accrued and ---- payable by the Collection Account on Company under this Agreement (the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions amount set forth in clauses this clause (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account2), the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds"Amount Payable"). For purposes of this Article V To the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to --------- -------------- extent that the Receivables by Persons other amount described in the foregoing clause (1) ---------- is less than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit amount described in the Collection Account with respect to a Monthly foregoing clause (2), the Administrator shall withdraw the amount of --------- any such deficiency from the Spread Account. All Collections received during the applicable Settlement Period for amounts previously deposited that exceed the amount described in the Collection Account but later determined foregoing clause (2) ---------- shall be (A) deposited by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The the Spread Account and/or (B) paid by the Servicer to the issuer of the Customer Letter of Credit, in each case, to the extent necessary to bring the sum of the funds in the Spread Account plus the stated amount of the Customer Letter of Credit up to be reimbursed hereunder the Enhancement Limit; unless an Event of Default has occurred and is continuing, all remaining Collections shall be paid available to the Servicer Company pursuant to the second sentence of this paragraph (b). ------------- (c) Order of Application of Collections Prior to --------------------------------------------- Termination Date. Upon receipt by the Administrator of --------------- amounts on the related Distribution any Settlement Date pursuant to Section 5.6(a)(ithe foregoing paragraph (b) upon certification by and any amounts withdrawn from the Servicer Customer ------------ Letter of Credit pursuant to the foregoing paragraph (a) ------------- prior to the occurrence of the Termination Date, the Administrator shall apply such amounts to the items specified in the subclauses below, in the order of priority of such amounts subclauses: (i) to accrued and unpaid Servicer's Fee; (ii) to interest accrued during the provision most recently ended Interest Period in respect of the Loans, plus any such information interest previously due and remaining unpaid; (iii) to the Indenture Trustee Program Fee accrued during the most recently ended Interest Period, plus any portion of the Program Fee previously due and remaining unpaid; (iv) to the Indenture Administratorextent of any principal due on the Loans, to such outstanding principal; (v) to accrued and unpaid amounts owed to the Administrator hereunder; (vi) to other accrued and unpaid amounts owing to Lender hereunder; (vii) on a pro rata basis, to accrued and --- ---- unpaid amounts owing to any Affected Party hereunder; and (viii) any remaining amounts to the Spread Account, up to the Enhancement Limit or to the issuer of the Customer Letter of Credit, up to the amount necessary to restore the stated amount thereof to the Enhancement Limit, as applicable.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds, both as collected during Proceeds not later than the Monthly Period less any payments owed thereon to the Servicerfirst Business Day after receipt thereof. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing, continuing (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed unless waived by the Rating Agencies in connection therewith are complied with)appropriate Securityholders) (collectively, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then "Monthly Remittance Conditions"); the Servicer shall remit such collections with respect not be required to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyon the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Pending deposit thereof Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account, Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer may use or invest collections at its own risk and for its own benefit and need to the Collection Account on a daily basis not segregate collections from its own fundslater than the first Business Day after receipt thereof. For purposes of this Article V V, the phrase “"payments received by or on behalf of the Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorServicer. (b) The Servicer will Indenture Trustee or the Owner Trustee shall not be entitled deemed to be reimbursed have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from 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 Seller or the Servicer to have resulted in an Officer's Certificate or from mistaken deposits the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or postings a Trust Officer of the Indenture Trustee or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such amounts and event or circumstances.. (c) The Servicer shall give the provision of such information to Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture AdministratorTrustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to any Class of Notes.

Collections. (a) The Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit within two Business Days of receipt thereof to the [Group I] Collection Account (with respect to the [Group I] Student Loans) or the [Group II] Collection Account (with respect to the [Group II] Student Loans) all payments by or on behalf of the Obligors with respect to the Receivables [Group I] and [Group II] Student Loans, respectively (other than Purchased Receivables) Student Loans), and all Net related Liquidation ProceedsProceeds and Recoveries, both as collected during the Monthly Period less any payments owed thereon to the ServicerCollection Period. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains KBNA (or its Affiliate) is the Master Servicer, (ii) no Master Servicer Default shall have occurred and be continuing, (iii) the Master Servicer’s (or if the Servicer long-term debt is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1A-” by Standard & Poor’s S&P and its short-term debt is rated at least “Prime-1P-1” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer may shall (or shall cause the applicable Sub-Servicers to) remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof orto the Master Servicer, if and the Master Servicer has already held need not deposit such collections for two Business Days, it shall remit such collections to into the [Group I] Collection Account immediately. Pending deposit thereof into or the [Group II] Collection Account, as applicable, until one Business Day immediately prior to the next following Distribution Date or Redemption Date or Special Redemption Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Master Servicer may use shall deposit into the [Group I] Collection Account or invest the [Group II] Collection Account, as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Master Servicer shall deposit all collections at its own risk and for its own benefit and need not segregate collections from its own fundsheld by it into the [Group I] Collection Account or the [Group II] Collection Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V V, the phrase “payments by or on behalf of Obligors” shall mean payments (other than administrative fees, late fees and similar charges) made with respect to the Receivables [Group I] or [Group II] Student Loans, as applicable, by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer behalf of such amounts borrowers thereof and the provision of such information to Guarantors (but excluding the Indenture Trustee and the Indenture AdministratorDepartment).

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase "payments owed thereon to received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuingcontinuing (unless waived by the appropriate Securityholders), except that the requirement in clause (ii) shall not apply if only the Class C Certificates are outstanding and the Class C Certificates do not have an investment grade rating, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)collectively, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then "Monthly Remittance Conditions"); the Servicer shall remit such collections with respect not be required to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyon the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Pending deposit thereof Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account, Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other Collection Account on a daily basis not later than the Servicer or the Depositorfirst Business Day after receipt thereof. (b) The Servicer will Indenture Trustee or the Owner Trustee shall not be entitled deemed to be reimbursed have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from 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 Seller or the Servicer to have resulted in an Officer's Certificate or from mistaken deposits the Holders of Notes or postings Certificates evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes and the aggregate balance of the Certificates, acting together as a single class, or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to a Trust Officer of the Servicer on Indenture Trustee or the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such amounts and event or circumstances. (c) The Servicer shall give the provision of such information to Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the 37 42 remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture AdministratorTrustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to any Class of Notes or the Class C Certificates.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors Collections with respect to a Collection Period by 11:00 am New York City time on the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, related Distribution Date for so long as (i) Franklin Capital remains Fifth Third (Ohio) is the Servicer, (ii) the Servicer has the Minimum Required Rating, and (iii) no Servicer Default Termination Event shall have occurred and be continuing. Notwithstanding anything herein to the contrary, so long as the conditions set forth in clauses (i) through (iii) above are satisfied, the Servicer shall be permitted to deposit into the Collection Account only the net amount distributable to Persons other than the Servicer and its Affiliates on the Distribution Date; provided, however, that the Servicer shall account to the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders as if all deposits, distributions and transfers were made individually. If (i) Fifth Third (Ohio) is no longer the Servicer, (ii) Fifth Third (Ohio) no longer has the Minimum Required Rating, or (iii) a Servicer Termination Event shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account all Collections within two Business Days of receipt thereof orthereof. Notwithstanding the foregoing, if the Servicer has already held such collections for two Business Days, it shall may remit such collections Collections to the Collection Account immediatelyon any other alternate remittance schedule (but not later than the related Distribution Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit thereof into the Collection Account, Collections may be commingled and used by the Servicer may use or invest collections at its own risk and for its own benefit and need are not segregate collections required to be segregated from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof or cause to ----------- be remitted by wire transfer to the Collection Account Account, as appropriate (i) within five Business Days after the Closing Date, the aggregate amount of all Collections received by the Servicer from but excluding the Cut-Off Date through and including the Closing Date and (ii) beginning from and excluding the Closing Date, all Collections (other than penalty interest, late charges, prepayment penalties and premiums, modification fees and assumption and substitution fees and Escrow Amounts), including all payments by or on behalf of the Obligors Mortgagors on the Mortgage Loans and all amounts with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation ProceedsMortgage Loans, both as collected during not later than one Business Day following the Monthly Period less any payments owed thereon Business Day on which such amounts are received by the Lock-Box Bank (or by the Servicer directly and are identified by the Servicer as relating to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied withMortgage Loans), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If; provided, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is that it shall not satisfied, then be necessary for -------- ------- the Servicer shall to remit Collections on any Business Day when the aggregate amount in the Servicer's possession from the Collections prior to such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other Day is less than the Servicer or the Depositor$1,000. (b) The Servicer will be entitled shall provide the Lock-box Bank with instructions to be reimbursed from transfer by wire transfer in immediately available funds all amounts on deposit in the Lock-box Account which constitute Collections to the Collection Account on each Business Day during the term of this Agreement. (c) On each Determination Date, the Servicer shall determine the amount of Collections received by the Servicer with respect to a Monthly the Mortgage Loans during the prior Collection Period for amounts previously (including, with respect to the first Distribution Date, all Collections with respect to the Mortgage Loans received by the Sellers from the Cut-off Date to the Closing Date), together with the aggregate Repurchase Price applicable to such Determination Date, which in each case have been deposited in the Collection Account but later determined by in accordance with the terms of this Agreement (the "Gross Available Funds"). (d) On each Servicer Remittance Date, the Servicer shall direct the Trustee to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid remit to the Servicer on the related Distribution Date pursuant aggregate Servicing Fees, and to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information pay to the Indenture Trustee the Trustee's Fee, in each case from the Gross Available Funds then on deposit in the Collection Account, and to deposit the Indenture Administratorremainder of the Gross Available Funds (the "Available Funds") to the Certificate Account.

Collections. (a) The Servicer Seller shall remit within two Business Days of receipt thereof instruct, or require the ----------- Originator to the Collection Account instruct, all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and pay all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon Collections directly to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicera segregated lock-box or other Collection Account listed on EXHIBIT III, each of which is subject to a Collection Account Agreement, or (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) Originator's or one of its Wholly-Owned Subsidiaries' stores. In the case of payments remitted to any such lock-box or store, the Originator may credit those payments against the Subordinated Loan and/or retain such payments except to the extent that the Seller is obligated to pay such amounts to the Agent for the benefit of the preceding sentence is not satisfiedPurchasers hereunder (in which case, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to a depositary account of the Seller listed on EXHIBIT III hereto). The Seller shall maintain exclusive dominion and control (subject to the terms of this Agreement) to each Collection Account. In the case of any Collections received by the Seller or the Originator or at one of its or its Wholly-Owned Subsidiary's stores following the occurrence of a Servicer on Default, the related Distribution Date Seller shall remit, or shall require the Originator to remit, such Collections to a Collection Account of the Seller not later than the Business Day immediately following the date of receipt of such Collections, and, at all times prior to such remittance, the Seller or the Originator, as the case may be, shall itself hold such Collections in trust, for the exclusive benefit of the Agent and the Purchasers. In the case of any remittances received by the Seller in any such Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Seller shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Agent delivers to any of the Collection Banks a Collection Notice pursuant to Section 5.6(a)(iSECTION 6.3, the Agent may request that the Seller, and the Seller thereupon promptly shall and shall direct the Originator to, direct all Obligors on Receivables to remit all payments thereon to a new depositary account (the "NEW CONCENTRATION ACCOUNT") upon certification specified by the Servicer of such amounts Agent and, at all times thereafter the Seller shall not deposit or otherwise credit, and shall not permit the Originator or any other Person to deposit or otherwise credit to the New Concentration Account any cash or payment item other than Collections. Alternatively, the Agent may request that the Seller, and the provision of Seller thereupon promptly shall, direct all Persons then making remittances to any Collection Account listed on EXHIBIT III which remittances are not payments on Receivables to deliver such information remittances to the Indenture Trustee and the Indenture Administratora location other than an account listed on EXHIBIT III.

Collections. (a) The Servicer shall instruct the Customers 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 Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding Contracts only by mail and only to a post office box that is under the related Distribution Date. Ifcontrol of a Lock-Box Bank pursuant to a Lock-Box Agreement, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect except as otherwise directed or required pursuant to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorSection 4.02(c). (b) The parties acknowledge that after the date hereof the Servicer may enter into arrangements with one or more banks or other financial institutions reasonably acceptable to the Lender (each a "Lock-Box Bank") for the receipt and processing by the Lock-Box Banks of payments on Contracts sent by Customers to post office boxes controlled by the Lock-Box Banks. The Servicer and the Borrower shall give the Notice Parties reasonable prior written notice of the effectiveness of any such arrangement, the names and addresses of the Lock-Box Banks and the account number of each account maintained by such Lock-Box Bank and into which Collections will be entitled deposited (each a "Lock-Box Account"), and shall provide the Notice Parties with copies of any agreements relating to the Lock-Box Accounts (which agreements shall be reimbursed from amounts on deposit in form and substance reasonably acceptable to the Collection Account Lender) and such other information as they may reasonably request with respect to a Monthly Period for amounts previously such arrangements. The Servicer shall execute and deliver and shall require each Lock-Box Bank to execute and deliver, before any Collections are deposited in any Lock-Box Account maintained by such Lock-Box Bank, an agreement among the Servicer, the Collateral Agent, the Lock-Box Bank and such other Persons as the Lender may require, in form and substance reasonably satisfactory to the Lender (each a "Lock-Box Agreement"), covering each such Lock-Box Account. Each Lock-Box Agreement shall include a provision that, upon and after notice by the Lender to the Lock-Box Bank to the effect that an Event of Default has occurred pursuant to the Loan Agreement, the Lock-Box Bank will not withdraw or transfer any funds from such Lock-Box Account unless and until, prior thereto or concurrently therewith, the Collateral Agent shall have identified the portion of the funds in such Lock-Box Account which constitute Collections and such portion shall have been transferred to the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient fundsAccount. The amount Lender agrees to be reimbursed hereunder shall be paid to give such notice, if at all, only after the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer occurrence of such amounts and the provision an Event of such information to the Indenture Trustee and the Indenture Administrator.Default. Within two Business Days after deposit of any funds in

Collections. (a) The Servicer shall establish the Subcollection Account in the name of the Trustee for the benefit of the Certificateholders. The A. The Servicer shall remit within two Business Days of receipt thereof 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 (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains Proceeds received by the Servicer, (ii) in each case, as soon as practicable, but in no Servicer Default shall have occurred and be continuing, (iii) event later than the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Dateafter receipt thereof. If, however, one Within two days of the conditions in clauses (i) through (iv) deposit of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof payments into the Collection Subcollection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect cause all amounts credited to the Receivables by Persons other than Subcollection Account to be transferred to the Servicer or Collection Account. Amounts in the DepositorSubcollection Account shall not be invested. (ba) The 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 Collection 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 5.6(a)(i5.5(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorSecurity Insurer as may be necessary in the opinion of the Trustee and the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to this Section, the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.5, 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.

Collections. (a) The Servicer shall remit to the Collection Account on a daily basis within two Business Days of receipt thereof to the Collection Account thereof, all payments by or on behalf of the Obligors with (other than the amounts listed in subclauses (i)(a) and (b) of the definition of Available Funds as not constituting Available Funds) on or in respect to of the Receivables (other than Purchased Repurchased Receivables) and all Net Liquidation Proceeds, Proceeds both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as each Collection Period. (i) Franklin Capital remains except as provided in clause (b) below, the Servicershort-term credit rating of the Servicer is at least equal to the Required Servicer Rating with respect to each Rating Agency, and (ii) no Servicer Default shall have occurred and be continuing; provided, however, that immediately following the non-compliance with clause (iiii) above or in the Servicer’s event an Insolvency Event has occurred (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and notwithstanding any conditions or limitations imposed by the Rating Agencies in connection therewith are complied withapplicable grace period), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending on a daily basis within two Business Days of receipt thereof, or (b)(i) if the condition specified in clause (a)(ii) above is satisfied, and (ii) the Servicer shall have obtained a Servicer Letter of Credit issued in favor of the Owner Trustee by a depository institution or insurance company, as the case may be, having the Required Deposit Rating and providing that the Owner Trustee may draw thereon in the event that the Servicer fails to deposit thereof collections into the Collection AccountAccount on a monthly basis; provided, that in connection with clause (b) above, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections provides to the Owner Trustee, from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made each Rating Agency with respect to the Receivables by Persons other than which the Servicer or does not have the Depositor. Required Servicer Rating, a letter to the effect that the satisfaction of the conditions in clause (b) The above and allowing the Servicer to make monthly deposits will be entitled not result in a Rating Event and, if applicable, an Officer's Certificate from the Servicer to be reimbursed from amounts on deposit in the Collection Account effect that the Servicer has the Required Servicer Rating with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts each other Rating Agency, if any; and the provision of such information to the Indenture Trustee and the Indenture Administrator.provided further,

Collections. (a) The Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit within two 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 Days Day, after identification thereof. Subject to the provisions of receipt thereof to subsections (b) and (c), on the Closing Date, Servicer shall deposit in the Collection Account all payments by or on behalf of the Obligors with respect to on the Receivables (other than Purchased Receivables) received by Servicer after the Cutoff Date and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon on or prior to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Closing Date. If. (b) Notwithstanding the provisions of subsection (a), however, one if the Ohio Bank is the Servicer and (i) [ ] shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the conditions Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) [ ] ceases to have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (ix), (y) through and (ivz) of the preceding sentence is not satisfied, then the Servicer shall remit such collections proviso with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyoutgoing Servicer. Pending the deposit thereof of the amounts referred to in subsection (a) into the Collection Account, the such amounts may be employed by Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections be segregated from its Servicer’s own funds. For purposes of this Article V Any losses resulting from Servicer’s actions shall be borne exclusively by Servicer. Servicer shall promptly notify Trustee in writing if [ ] shall obtain or lose the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorRequired Rating. (c) Notwithstanding the provisions of subsections (a) and (b) The ), Servicer may retain, or will be entitled to be reimbursed reimbursed, from amounts otherwise payable into, or on deposit in in, the Collection Account with respect to a Monthly Collection Period for any 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, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be paid included in Collections with respect to the Servicer on the related Distribution Date pursuant Date. (d) With respect to Section 5.6(a)(ieach Precomputed Receivable, collections and payments by or on behalf of an obligor (other than any amounts constituting Supplemental Servicing Fees) upon certification by the Servicer of such amounts and the provision of such information for each Collection Period shall be applied to the Indenture Trustee 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 Indenture Administratorscheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 4.5.

Collections. (a) The Master Servicer shall 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 Receivablesany amounts constituting Supplemental Servicing Fees) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the ServicerCollection Period. Notwithstanding the foregoing, for so long as if ▇▇▇▇▇ Fargo Financial Acceptance, Inc. is the Master Servicer and (i) Franklin Capital 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, qualified or withdrawn as a result, Master 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 Master Servicer Termination Event has occurred and is continuing, (ii) no Master Servicer Default shall have occurred and be continuing, has been terminated as such pursuant to Section 8.1 or (iii) Master Servicer ceases to have the Required Rating, Master Servicer shall deposit such amounts (including any amounts then being held by Master Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered ) into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions as provided in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own fundssentence. For purposes of this Article ARTICLE V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer Master Servicer, Seller, Transferor or the Depositorany Originator. (b) The Servicer will With respect to each Receivable (other than a Purchased Receivable), collections and payments by or on behalf of the Obligor for each Collection Period shall be entitled applied first to be reimbursed from all fees, including, but not limited to all late fees, NSF fees and extension fees collected during such Collection Period on the Receivables and payment holiday extension fees collected during such Collection Period, second to amounts on deposit in the Collection Account owed with respect to a Monthly Period for amounts previously deposited Physical Damage Insurance Policy purchased by the Master Servicer and third to interest and principal due in accordance with the Simple Interest Method, as applied by Master Servicer. Any excess shall be applied to prepay the Receivable. (c) Notwithstanding the foregoing, if the Master 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, the Master Servicer shall remit to the Certificate Distribution Account no later than 1:00 p.m. on each Payment Date, an amount equal to the total amount of principal, interest and fees collected during the Collection Period, times the Federal Funds Rate, times a fraction, the numerator of which is the sum of (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 later determined by excluding the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The Payment Date, and the denominator of which is 360 days (the “Interest Equivalent Payment”), such amount to be reimbursed hereunder shall be paid certified to the Owner Trustee by the Master Servicer on the related Distribution Date pursuant Business Day prior to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorPayment Date.

Collections. (a) The Subject to the provisions of subsections (b) and (c) below, the Servicer shall remit within two Business Days of receipt thereof to the Collection Certificate Account all payments by or on behalf of the Obligors with respect on the Receivables, including all Liquidation Proceeds and Recoveries received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business (New York time) on the second Business Day after receipt thereof. Subject to the Receivables provisions of subsection (other than Purchased Receivablesc) and all Net Liquidation Proceedshereof, both as collected during on the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)Closing Date, the Servicer may remit such collections with respect shall deposit in the Certificate Account all payments by or on behalf of the Obligors received by the Servicer representing monies due or received under the Receivables after the close of business of the Servicer on the Cutoff Date and on or prior to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Closing Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) Notwithstanding the provisions of Section 4.2(a), if (i) the Servicer shall have the Required Rating or (ii) (a) the Servicer shall have obtained a letter of credit or surety bond (or similar form of performance guaranty) in favor of the Trustee, on behalf of the Trust for the benefit of the Certificateholders, providing that the Trustee may demand payment (up to the amount then available thereunder) in the event that the Servicer fails to make any payment or deposit required hereunder (other than with respect to Advances) and (b) the Trustee shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, the Servicer may deposit the amounts referred to in subsection (a) above for any Collection Period into the Certificate Account not later than the close of business on the related Deposit Date, for so long as the Servicer shall have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in full force and effect, as the case may be; PROVIDED, HOWEVER, that (i) if an Event of Servicing Termination has occurred and is continuing, (ii) the Servicer has been terminated as such pursuant to Section 9.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of credit (or similar form of performance guaranty) satisfying the conditions specified above), the Servicer shall deposit such amounts (including any amounts then being held by the Servicer) into the Certificate Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in clauses (i), (ii) and (iii) of such proviso with respect to the outgoing Servicer. Following the occurrence of an event specified in clauses (i), (ii) or (iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's books and records and identified as the property of the Trust. The Servicer shall promptly notify the Trustee in writing if it shall obtain or lose the Required Rating or the benefit of such letter of credit, surety bond, or similar form of performance guaranty. (c) Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer may retain, or will be entitled to be reimbursed reimbursed, from amounts otherwise payable into, or on deposit in in, the Collection Certificate Account with respect to a Monthly Collection Period for and the Receivables originated by it any amounts previously deposited in the Collection Certificate Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be paid included in Collections with respect to the Servicer on the related Distribution Date pursuant Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to Section 5.6(a)(iremit to the Certificate Account as soon as practicable, but in no event later than the close of business (New York time) upon certification on the second Business Day after receipt thereof by the Servicer subservicer (but subject to the provisions of such amounts Section 4.2 (b) and the provision limitations contained in Section 4.2(c) of such information this Agreement) the amounts referred to in Section 4.2(a) in respect of a Receivable being serviced by the Indenture Trustee and the Indenture Administratorsubservicer.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds, both as collected during Proceeds not later than the Monthly Period less any payments owed thereon to the Servicerfirst Business Day after receipt thereof. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuingcontinuing (unless waived by the appropriate Securityholders), except that the requirement in clause (ii) shall not apply if only the Class C Certificates are outstanding and the Class C Certificates do not have an investment grade rating, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with)collectively, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then "Monthly Remittance Conditions"); the Servicer shall remit such collections with respect not be required to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyon the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Pending deposit thereof Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account, Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer may use to the Collection Account on a daily basis not later than the first Business Day after receipt thereof. (b) The Indenture Trustee or invest collections at its own risk the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Holders of Notes or Certificates evidencing not less than 25% in principal amount of the outstanding amount of the Notes and for its own benefit and need not segregate collections from its own fundsthe aggregate balance of the Certificates, acting together as a single class, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. For purposes of this Article V V, the phrase “"payments received by or on behalf of the Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorServicer. (bc) The Servicer will be entitled to be reimbursed from amounts on deposit in shall give the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture AdministratorTrustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to any Class of Notes or the Class C Certificates.

Collections. (ai) The Servicer shall remit within two Business Days administer Collections in accordance with the provisions of receipt thereof this Section 2.7. Approved Investors shall be instructed to pay proceeds from the sale of Mortgage Loans into the Collection Account, and such amounts may be released in accordance with the procedures set forth in Section 3.3 hereof. (ii) The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to any Mortgage Asset belong to the Collection Account all payments by or Borrower and have been pledged to the Administrative Agent, on behalf of the Obligors with respect to the Receivables (Lenders. From such Collections and/or other than Purchased Receivables) and all Net Liquidation Collateral Proceeds, both the Servicer, on behalf of the Borrower, shall deposit amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as collected applicable, into the Collection Account no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and during the Monthly Period less any payments owed thereon to continuation of an Event of Default, within one Business Day after receipt by the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof Until deposited into the Collection Account, the Servicer may use or invest collections at commingle Collections and other Collateral Proceeds with its own risk funds and use such funds for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositorbusiness purposes. (biii) The Prior to the Drawdown Termination Date, the Servicer will be entitled to be reimbursed shall withdraw funds from amounts on deposit in the Collection Account with respect (to a Monthly Period for amounts previously deposited in the extent of collected funds therein) and shall make payments from the Collection Account but later determined at the following times and in the following order of priority: (A) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent to an account designated by the Collateral Agent. (B) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or any Eurodollar Advance, the Servicer shall deposit an amount equal to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The accrued interest on such Advance, which amount to be reimbursed hereunder shall be paid to the applicable Managing Agent’s Account for the related Lenders. On each Settlement Date, the Servicer shall deposit an amount equal to accrued interest on each Advance that bears interest at the Alternate Base Rate to the applicable Managing Agent’s Account. (C) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable pursuant to the related Fee Letter, on a pro rata basis, (i) to JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) to Lloyds, as a Managing Agent, to Lloyds’ Managing Agent’s Account, (iii) to Calyon New York, as a Managing Agent, to Calyon New York’s Managing Agent’s Account and (iv) to the Administrative Agent, to the Administrative Agent’s Account. (D) On each Settlement Date on which the Required Reserve Account Amount exceeds the amount then on deposit in the Reserve Account, the Servicer shall deposit an amount equal to such excess to the Reserve Account. (E) On each Settlement Date, if the Group Banks in any Group have not consented to an extension of the Drawdown Termination Date, but the Group Banks in the other Groups have so consented and such non-extending Lenders have not assigned their respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and Section 13.9, the Servicer shall deposit an amount equal to the unpaid balance of all Principal Debt owing to the non- extending Lenders to the related Managing Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit any amounts, other than those listed in clauses (A), (B) and (C) above and other than principal on the related Distribution Advances, that are then due and payable and of which the Servicer has received prior written notice, including without limitation additional costs under Section 2.16, any additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent’s Account. (G) On each Settlement Date, the Servicer shall withdraw from the Collection Account for its own account an amount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to the extent of collected funds therein) at the following times and in the following order of priority: (A) On each Settlement Date, if the Servicer is not one of the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (B) To the extent not previously paid, on each Settlement Date, an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such Advance shall be paid to the applicable Managing Agent’s Account. On each Settlement Date, an amount equal to accrued interest on Advances that bear interest at the Alternate Base Rate shall be paid to the applicable Managing Agent’s Account. (D) On each Settlement Date, an amount equal to the unpaid principal balance of all Advances made by Lenders shall be paid to the applicable Managing Agent’s Account. (E) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable pursuant to the related Fee Letter, on a pro rata basis, (i) to JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) to Lloyds, as a Managing Agent, to Lloyds’ Managing Agent’s Account, (iii) to Calyon New York, as a Managing Agent, to Calyon New York’s Managing Agent’s Account and (iv) to the Administrative Agent, to the Administrative Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, any amounts of the type described in Section 5.6(a)(i2.7(c)(iii)(F) upon certification by are then due and payable and any other unpaid Obligations shall be paid to the applicable Managing Agent’s Account. (G) On the Settlement Date on which all Obligations are paid in full, if the Servicer is one of such amounts the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and the provision of such information payable shall be paid to the Indenture Trustee and Servicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, each Managing Agent shall distribute such funds to the Indenture AdministratorLenders in its Group or to itself for application to the Obligations in accordance with the order of priority set forth in Section 2.7(c)(iii) or (iv), as applicable.

Collections. (a) The Servicer shall 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 Net Liquidation Proceeds, both as collected during each Collection Period. For purposes of this Article V the Monthly Period less any phrase "payments owed thereon by or on behalf of Obligors" shall mean payments made with respect to the Receivables or the Financed Boats by Persons other than the Servicer. , DFS, the Transferor or the Depositor. (b) Notwithstanding anything in this Agreement to the foregoingcontrary, for so long as if (i) Franklin Capital remains DFS is the Servicer, (ii) no Servicer Default has occurred and 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 daily deposits as described in Section 5.02 (a) the 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 be is continuing, (iii) any Rating Agency shall notify the Servicer’s 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 if 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 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 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 Franklin Capital, and the Representative has entered required to remit payments daily pursuant to Section 5.02(a) (taking into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied witheffect Section 5.02(b)), the Servicer may remit such collections with respect to make the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one deposit of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made , Advances and Purchase Amounts for or with respect to the Receivables by Persons other than related Collection Period out of distributions to be made to the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the such Collection Account but later determined by Period. However, 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 account to the Servicer on Owner Trustee, the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by Indenture Trustee, the Servicer of such amounts Noteholders and the provision of such information to the Indenture Trustee Residual Interestholder as if all deposits, distributions and the Indenture Administratortransfers were made individually.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the second Business Day after identification thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase “payments owed thereon to received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as no Servicer Default has occurred and is continuing, and the requirements and conditions are satisfied for the Servicer to be permitted to make monthly deposits to the related collection account in the most recent publicly registered issuance of securities backed by (i) Franklin Capital remains a special unit of beneficial interest representing a beneficial interest in a pool of vehicle leases originated in the Servicer, United States for a lessee with a United States address and the related leased vehicles or (ii) motor vehicle retail installment contracts originated in the United States for which the Seller, or any United States Affiliate thereof, acts as a depositor (such most recent issuance referred to herein as the “Public ABS Transaction”) (including that no Servicer Default shall have occurred and such requirements or conditions need be continuing, (iii) the Servicer’s (or if satisfied in order to permit the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to be permitted to make monthly deposits to the Rating Agencies, then related collection account in the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied withPublic ABS Transaction), the Servicer may remit retain such collections with respect to amounts until the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one Commencing with the first day of the conditions in clauses (i) through (iv) of first Collection Period that begins at least two Business Days after the preceding sentence day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall remit such be immediately deposited into the Collection Account and all future collections with on or in respect to of the preceding calendar month Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other later than the Servicer or the Depositorsecond Business Day after identification thereof. (b) [Reserved.] (c) The Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer will be entitled to be reimbursed from amounts on deposit in shall give (i) the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Owner Trustee and the Indenture AdministratorTrustee written notice as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof and (ii) each Rating Agency prompt written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (e) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to any Class of Notes.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase "payments owed thereon to received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing, continuing (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed unless waived by the Rating Agencies in connection therewith are complied with)appropriate Securityholders) (collectively, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then "Monthly Remittance Conditions"); the Servicer shall remit such collections with respect not be required to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyon the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Pending deposit thereof Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account, Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other Collection Account on a daily basis not later than the Servicer or the Depositorfirst Business Day after receipt thereof. (b) The Servicer will Indenture Trustee or the Owner Trustee shall not be entitled deemed to be reimbursed have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from 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 Seller or the Servicer to have resulted in an Officer's Certificate or from mistaken deposits the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or postings a Trust Officer of the Indenture Trustee or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such amounts and event or circumstances. (c) The Servicer shall give the provision of such information to Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the Indenture Administratorfailure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith).

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof 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 Receivables (other than Purchased Receivables) as soon as practicable and all Net Liquidation Proceedsin no event after the close of business on the second Business day after such receipt; provided, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoinghowever, that for so long as (i) Franklin Capital remains -------- ------- CarMax is the Servicer, (ii) no Servicer Default Event of Servicing Termination shall have occurred and be continuing, continuing and (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied witheach, a "Monthly ------- Remittance Condition"), the Servicer may remit any such collections with respect amounts received during -------------------- any Collection Period to the Collection Account in immediately available funds on the Business Day preceding calendar month the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day immediately preceding the related Distribution Closing Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) Obligors shall make payments on the Receivables to the Servicer who shall deposit all such payments in the Collection Account no later than the second Business Day following the Date of Processing thereof. The Servicer shall remit within two Business Days allocate such amounts to each Series of receipt thereof Investor Securities and to the Holder of the Exchangeable Transferor Security and shall cause the Trustee to withdraw the required amounts from the Collection Account all payments by or on behalf pay such amounts to the Holder of the Obligors Exchangeable Transferor Security in accordance with this Article IV and the related Supplement. 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 Securities with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon such Series. Notwithstanding anything in this Agreement to the Servicer. Notwithstanding contrary, but subject to the foregoingterms of any Supplement, for so long as (i) Franklin Capital remains the Serviceras, (ii) no Servicer Default shall have occurred and be continuingonly so long as, (iii) the Servicer’s DMCCB (or if any successors to DMCCB pursuant to Section 8.2) or an Affiliate of DMCCB shall remain the Servicer is Franklin Capitalhereunder, and (a)(i) DMCCB (or any successors to DMCCB pursuant to Section 8.2) or an Affiliate of DMCCB, as applicable, provides to the Representative has entered into an agreement, guaranty, surety Transferor and the Trustee a letter of credit or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are form of Enhancement rated at least “A-1” A-1 by Standard & Poor’s 's and “Prime-1” P-1 by ▇▇▇▇▇’▇ Moody's (as certified to the Transferor and the Trustee by such entity), and (ivii) the after notifying each Rating Agency Condition of the proposed use of such letter of credit or other form of Enhancement the Transferor shall have been satisfied received a notice from each Rating Agency that the Servicer making payments monthly rather than daily would not result in a downgrading or withdrawal of any of such Rating Agency's then-existing ratings of the Investor Securities, or (b) DMCCB (or any successors to DMCCB pursuant to Section 8.2) shall have and any conditions or limitations imposed maintain a short-term credit rating of at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Transferor and the Trustee by the Rating Agencies in connection therewith are complied withServicer), the Servicer may remit such collections with respect to the preceding calendar month to need not deposit Collections from the Collection Account into the Principal Account or the Interest Funding Account or any Series Account, or make payments to the Holder of the Exchangeable Transferor Security, prior to the close of business on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously day any Collections are deposited in the Collection Account as otherwise provided in this Article IV and the related Supplement, but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The may instead make such deposits, payments and withdrawals on each Transfer Date in an amount to be reimbursed hereunder shall be paid equal to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer net amount of such amounts deposits, payments and withdrawals which would have been made but for the provision provisions of such information to the Indenture Trustee and the Indenture Administratorthis paragraph.

Collections. (a) The Servicer Indenture Trustee shall 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 Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) review the Servicer’s (or if Certificate prepared by the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable immediately upon receipt thereof pursuant to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one Section 8.12 of the conditions in clauses Trust Agreement for purposes of making the distributions under Section 8.05 hereof. (b) For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 8.05(a) (i) through (ivvii) of hereof, the Indenture Trustee shall deliver to the Collateral Agent, the Insurer and the Servicer, by hand delivery or facsimile transmission, a written notice (a “Deficiency Notice”) specifying the Deficiency Claim Amount for such Distribution Date. Any Deficiency Notice shall be delivered on or as promptly as reasonably possible after the Determination Date and in no event later than 11:00 am., Eastern time, on the fourth Business Day preceding sentence is not satisfied, then such Payment Date. Such Deficiency Notice shall direct the Servicer shall Collateral Agent to remit such collections with respect Deficiency Claim Amount (to the preceding calendar month extent funds are available to be distributed pursuant to the Collection Spread Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections Agreement) to the Collection Account immediately. Pending Indenture Trustee for deposit thereof into of such amount in the Collection Account. If such deficiency exceeds the Available Spread Amount, the Servicer may use Indenture Trustee shall submit, concurrently with the delivery of the Deficiency Notice or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V promptly thereafter but in no event later than the phrase “payments by or on behalf of Obligors” shall mean payments made with respect Draw Date, a claim under the Policy to the Receivables by Persons other than Insurer and the Servicer or Fiscal Agent (as defined in the DepositorInsurance Agreement) pursuant to Section 9.03 hereof and shall comply with the requirements under the Policy and the Insurance Agreement for the making of a claim under the Policy. (bc) The Servicer will be entitled to be reimbursed from amounts on Indenture Trustee shall, immediately upon receipt, deposit in the Collection Account for application in accordance with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined Policy any funds received by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and in respect of funds drawn under the Indenture AdministratorPolicy from the Insurer.

Collections. (a) The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit within two Business Days of receipt thereof to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) Receivables and not including Fixed Value Payments), all Net Liquidation Proceeds, both as Proceeds collected during the Monthly Period less any payments owed thereon related Collection Period, prior to 11:00 A.M. (New York time) on the Servicerrelated Payment Date. Notwithstanding the foregoing, for so long 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 within two Business Days of receipt thereof. The commingling conditions are as follows: (i) Franklin Capital remains DCFS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing, continuing and (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’sx) short DaimlerChrysler North America Holding Corporation must maintain a short-term obligations are rated rating of at least “"A-1” " by Standard & Poor’s 's and “Prime-1” "F-1" by ▇▇▇▇▇’▇ and Fitch or (ivy) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect . Notwithstanding anything herein to the preceding calendar month 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 second Business Day immediately preceding related Servicer's Certificate as being due and payable to DCFS or the related Distribution Date. IfSeller and pay such amounts directly to DCFS or the Seller, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own fundsas applicable. For purposes of this Article V V, the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled Seller. In the event the commingling conditions cease 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 met, 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 make daily remittance of collections to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification 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 "A-1" by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorStandard & Poor's or "F1" by Fitch.

Collections. (a) As of the Closing Date, (i) Lockboxes and Lockbox Accounts shall have been established in the name of the Company, and assigned to the Trustee for the benefit of the Holders pursuant to the Pooling Agreement; (ii) the Servicer has established the Collection Account in the name of the Company for the benefit of the Holders pursuant to the Pooling Agreement; and (iii) the Servicer shall have instructed all Obligors to make all payments in respect of the Receivables directly to a Lockbox or Lockbox Account (except to the extent that the servicer of the Receivables, prior to such date, in the normal course of its business and consistent with its practices, has permitted Obligors to remit payments to a Collector), and such instructions thereafter shall continue to be in full force and effect. The Servicer is hereby authorized to collect payments in accordance with the foregoing sentence. Any payments collected by a Collector shall remit be deposited into a Lockbox Account within two one Business Day following receipt thereof; provided that on any business day all Collectors may hold in the aggregate up to $150,000, provided that in all events such payments shall be deposited within three Business Days following receipt thereof. All Collections received in a Lockbox shall, within one Business Day of receipt thereof, be deposited in a Lockbox Account. All immediately available funds deposited in a Lockbox Account shall be transferred by the relevant Lockbox Processor within one Business Day of receipt thereof to the Collection Account all Account. Except as permitted in the first sentence of this SECTION 2.3(a), in the event that any payments by or on behalf in respect of the Obligors with respect Receivables are made directly to the Receivables Support Provider or the Servicer (other than Purchased Receivables) and all Net Liquidation Proceedsincluding, both as collected during without limitation, any employees thereof or independent contractors employed thereby), the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains Support Provider or the Servicer, as applicable, shall, within one Business Day of receipt thereof, forward such amounts to a Lockbox (iiincluding by depositing instruments evidencing any such amounts into any such Lockbox Account) no Servicer Default shall have occurred and be continuingand, (iii) prior to forwarding such amounts, the Support Provider or the Servicer’s (or if , as applicable, shall hold such payments in trust as custodian for the Servicer is Franklin Capital, Trustee and the Representative has entered into an agreementHolders. The Servicer shall not grant or purport to grant the right to take dominion and control, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable establish or purport to establish "control" (with the Rating Agencies, then meaning of Section 9-104 of the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied withUCC of all applicable jurisdictions), the Servicer may remit such collections with respect to the preceding calendar month to of any Lockbox or Lockbox Account or the Collection Account on or Securities Account at any time or upon the second Business Day immediately preceding occurrence of any event to any Person, except to the related Distribution DateTrustee as contemplated by the Pooling Agreement. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with With respect to the preceding calendar month to each Lockbox and Lockbox Account and the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection and Securities Account, the Servicer may use or invest collections at its own risk shall take all steps necessary to ensure that the Trustee has "control" (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) over each such Lockbox and for its own benefit Lockbox Account and need not segregate collections from its own fundsthe Collection Account and Securities Account. For purposes Each 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 Company and the Servicer or represents, warrants and agrees that all Collections shall be collected, processed and deposited by it pursuant to, and in accordance with the Depositorterms of, the Pooling and Servicing Agreements. (b) Each Lockbox Agreement shall provide that the Lockbox Processor thereunder is irrevocably directed, and such Lockbox Processor irrevocably agrees, to (i) deposit funds received in the Lockbox directly into the Lockbox Account and (ii) transfer immediately available funds on deposit in the Lockbox Account within one Business Day of receipt thereof to the Collection Account. Each Lockbox Agreement shall be substantially in the form of Exhibit A to the Pooling Agreement or in such form as the Lockbox Processor party thereto employs in the ordinary course of its business for transactions of a type similar to the one contemplated by this Agreement, and which form shall be reasonably acceptable to the Trustee. A new Lockbox Account may be designated from time to time by the Company and the Servicer; provided that the Lockbox Processor chosen to maintain such new Lockbox Account shall have entered into a Lockbox Agreement with the Company, the Servicer and the Trustee prior to any funds being deposited into such Lockbox Account. The Company or the Servicer shall notify the Trustee and any Rating Agency of any such designation of a new Lockbox Account 10 days prior to the effectiveness thereof. Prior to any resignation of the Lockbox Processor or termination of the Lockbox Processor by the Company or the Trustee, the Servicer hereby agrees to obtain a replacement Lockbox Processor, the unsecured and uncollateralized obligations of which (or of its holding company parent) are rated in one of the three highest long-term or short-term rating categories by each Rating Agency rating such replacement Lockbox Processor, to serve under a Lockbox Agreement which is reasonably acceptable to the Trustee. (c) The Servicer will be entitled to be reimbursed from shall administer amounts on deposit in the Collection Account, the Securities Account and the Lockbox Accounts, in each case in accordance with respect the terms of the Pooling and Servicing Agreements. Each of the Company and the Servicer acknowledges and agrees that (i) it shall not have any right to a Monthly Period for withdraw any funds on deposit in the Collection Account or any Lockbox Account, and (ii) all 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 any Lockbox Account shall be paid under the sole dominion and control of the Trustee (subject to the Servicer on Servicer's right to direct the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer application of such amounts as provided by the terms of any Pooling and Servicing Agreement). (d) As soon as practicable but in any event not later than the provision Business Day following the date that the Servicer determines, identifies and certifies in writing to the Trustee that any of the collected funds received in any of the Lockboxes, the Lockbox Accounts or the Collection Account do not constitute Collections on account of the Receivables, such monies which do not constitute such Collections shall be remitted to the applicable Seller to the extent such determination and identification is reasonably satisfactory to the Trustee. (e) All collections received or deposited in the Collection Account as "Collections" shall be deemed, for purposes of the Transaction Documents, to have been received or deposited as of the Business Day Received (as defined in the immediately succeeding sentence). As used herein, the term "Business Day Received" shall mean (i) if funds are deposited in the Collection Account by 11:00 a.m., Chicago time, such day of deposit and (ii) if funds are deposited in the Collection Account after 11:00 a.m., Chicago time, the Business Day next following such day of deposit. (f) Unless otherwise required by law or unless an Obligor designates that a payment be applied to a specific Receivable, all Collections received from an Obligor shall be applied to the oldest Receivables of such information Obligor. (g) The Servicer, following notification that collections of any receivable or other intangible owed to any Seller which is not a Receivable have been deposited in error into any Lockbox Account, shall segregate all such collections or, if such collections have been deposited into the Collection Account, shall segregate such collections for transfer to such Seller. Promptly after such misapplied collections have been identified in writing to the Indenture Trustee Trustee, the Servicer shall transfer and the Indenture Administratorturn over all such collections to such Seller.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the second Business Day after identification thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase “payments owed thereon to received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iiiA) the ServicerNMAC’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short short-term unsecured debt obligations are rated at least “P-1” by Moody’s and NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s (so long as Moody’s and “Prime-1” by ▇▇▇▇▇’▇ Standard & Poor’s are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iviii) the Rating Agency Condition no Event of Default or Servicer Default shall have been satisfied occurred and be continuing (and any conditions or limitations imposed unless waived by the Rating Agencies in connection therewith are complied with)appropriate Securityholders) (collectively, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then “Monthly Remittance Conditions”); the Servicer shall remit such collections with respect not be required to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyon the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Pending deposit thereof Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account, Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other Collection Account not later than the Servicer or the Depositorsecond Business Day after identification thereof. (b) The Servicer Indenture Trustee will be entitled to be reimbursed from amounts promptly, on the date of receipt, deposit in into the Collection Account with respect all Net Swap Receipts received by it under the Interest Rate Swap Agreement in immediately available funds. (c) The Indenture Trustee or the Owner Trustee shall not be deemed to a have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Period for amounts previously deposited in Remittance Condition unless the Collection Account but later determined by Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer to have resulted in an Officer’s Certificate or from mistaken deposits the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or postings a Trust Officer of the Indenture Trustee or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such amounts and event or circumstances. (d) The Servicer shall give the provision of such information to Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (e) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture AdministratorTrustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to any Class of Notes.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof 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 Receivables (other than Purchased Receivables) as soon as practicable and all Net Liquidation Proceedsin no event after the close of business on the second Business day after such receipt; provided, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoinghowever, that for so long as (i) Franklin Capital remains CarMax is the Servicer, -------- ------- (ii) no Servicer Default Event of Servicing Termination shall have occurred and be continuing, continuing and (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied witheach, a "Monthly Remittance Condition"), ---------------------------- the Servicer may remit any such collections with respect amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding calendar month the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer's Certificate or written notice from the Insurer (if no Insurer Default shall have occurred and be continuing), the Holders of Notes evidencing not less than 25% of the Note Balance or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day immediately preceding the related Distribution Closing Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Obligors shall make payments on the Receivables to the Servicer who shall remit within two Business Days of receipt thereof to deposit all such payments in the Collection Account all payments by no later than the second Business Day following the Date of Processing thereof. On or on behalf before each Transfer Date, the Servicer shall deposit Finance Charge Collections consisting of the Obligors Interchange with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the preceding Monthly Period less any payments owed thereon in the Collection Account, in immediately available funds, to be treated as Finance Charge Collections available to be applied in accordance with this Article IV and the related Supplement on the last Business Day of such preceding Monthly Period. The Servicer shall allocate such amounts to each Series of Investor Securities and to the ServicerHolder of the Exchangeable Transferor Security and shall cause the Trustee to withdraw the required amounts from the Collection Account or pay such amounts to the Holder of the Exchangeable Transferor Security in accordance with this Article IV and the related Supplement. 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 Securities with respect to such Series. Notwithstanding anything in this Agreement to the foregoingcontrary, but subject to the terms of any Supplement, for so long as (i) Franklin Capital remains the Serviceras, (ii) no Servicer Default shall have occurred and be continuingonly so long as, (iii) the Servicer’s HSBC Nevada (or if any successors to HSBC Nevada pursuant to Section 8.2) or an Affiliate of HSBC Nevada shall remain the Servicer is Franklin Capitalhereunder, and (a)(i) HSBC Nevada (or any successors to HSBC Nevada pursuant to Section 8.2) or an Affiliate of HSBC Nevada, as applicable, provides to the Representative has entered into an agreement, guaranty, surety Transferor and the Trustee a letter of credit or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are form of Enhancement rated at least “A-1” A-1 by Standard & Poor’s and “Prime-1” P-1 by ▇▇▇▇▇’▇ Moody’s (as certified to the Transferor and the Trustee by such entity), and (ivii) the after notifying each Rating Agency Condition of the proposed use of such letter of credit or other form of Enhancement the Transferor shall have been satisfied received a notice from each Rating Agency that the Servicer making payments monthly rather than daily would not result in a downgrading or withdrawal of any of such Rating Agency’s then-existing ratings of the Investor Securities, or (b) HSBC Nevada (or any successors to HSBC Nevada pursuant to Section 8.2) shall have and any conditions or limitations imposed maintain a short-term credit rating of at least A-1 by Standard & Poor’s and P-1 by Moody’s (as certified to the Transferor and the Trustee by the Rating Agencies in connection therewith are complied withServicer), the Servicer may remit such collections with respect to the preceding calendar month to need not deposit Collections from the Collection Account into the Principal Account or the Interest Funding Account or any Series Account or make payments to the Holder of the Exchangeable Transferor Security, prior to the close of business on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously day any Collections are deposited in the Collection Account as otherwise provided in this Article IV and the related Supplement, but later determined by may instead make such deposits, payments and withdrawals on each Transfer Date in an amount equal to the net amount of such deposits, payments and withdrawals which would have been made but for the provisions of this paragraph; provided that (i) the Servicer will only be required to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The deposit Collections into the Collection Account up to the aggregate amount of Collections required to be reimbursed hereunder shall be paid deposited into any Series Account or, without duplication, distributed on or prior to the Servicer on the related Distribution Date and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to Section 5.6(a)(iclause (i) upon certification by above, the Servicer of will be permitted to withdraw the excess from the Collection Account and pay such amounts and the provision of such information amount pursuant to the Indenture Trustee terms hereof. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Indenture AdministratorCollection Account.

Collections. (a) The Master Servicer shall remit within two Business Days of receipt thereof or ----------- cause to be remitted by wire transfer to the Collection Account Account, as appropriate (i) within five Business Days after the Closing Date, the aggregate amount of all Collections received by the Master Servicer from but excluding the Cut-Off Date through and including the Closing Date and (ii) beginning from and excluding the Closing Date, all Collections (other than penalty interest, late charges, prepayment penalties and premiums, modification fees and assumption and substitution fees and Escrow Amounts), including all payments by or on behalf of the Obligors Mortgagors on the Mortgage Loans and all amounts with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation ProceedsMortgage Loans, both as collected during not later than one Business Day following the Monthly Period less any payments owed thereon Business Day on which such amounts are received by the Lock-Box Bank (or by the Master Servicer directly and are identified by the Master Servicer as relating to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied withMortgage Loans), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If; provided, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, that it shall not be necessary for -------- ------- the Master Servicer to remit Collections on any Business Day when the aggregate amount in the Master Servicer's possession from the Collections prior to such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other Business Day is less than the Servicer or the Depositor$1,000. (b) The Master Servicer will be entitled shall provide the Lock-box Bank with instructions to be reimbursed from transfer by wire transfer in immediately available funds all amounts on deposit in the Lock-box Account which constitute Collections to the Collection Account with respect on each Business Day during the term of this Agreement. (c) On each Determination Date, the Master Servicer shall determine the Available Distribution Amount. (d) On each Master Servicer Remittance Date, the Master Servicer shall direct the Trustee to a Monthly Period for remit to the Master Servicer the aggregate Master Servicing Fees, and to pay to the Trustee the Trustee's Fee, in each case from amounts previously deposited then on deposit in the Collection Account but later determined by Account, and to deposit 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 Available Distribution Amount to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorCertificate Account.

Collections. (a) The In the event that an Originator believes that funds which are not Collections of Transferred Assets have been deposited into an account of the Purchaser or the Purchaser's assignee, such Originator shall notify the Servicer who shall remit within two so advise the Purchaser and, on the Business Days of receipt thereof Day following such identification, the Purchaser shall remit, or shall cause to be remitted, all funds so deposited which are identified to the Collection Account all payments by Purchaser's satisfaction to the applicable Originator. (b) On each Settlement Date, the Purchaser shall pay to the applicable Originator accrued interest on the Subordinated Loan and the Purchaser may, at its option, prepay in whole or on behalf in part the principal amount of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as Subordinated Loan; provided that each such payment shall be made solely from (i) Franklin Capital remains Collections of Transferred Assets after all other amounts then due from the Servicer, Purchaser under the Secondary Purchase Agreement and from the Borrower under the Financing Agreement have been paid in full and all amounts then required to be set aside by the Purchaser under the Secondary Purchase Agreement and by the Borrower or the Servicer under the Financing Agreement have been so set aside and (ii) excess cash flow from operations of the Purchaser which is not required to be applied to the payment of other obligations of the Purchaser under the Secondary Purchase Agreement; and provided further, that no Servicer Default such payment shall be made at any time when an Event of Termination shall have occurred and be continuing, (iii) . At such time following the Servicer’s (or if the Servicer is Franklin Capital, Facility Termination Date and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to RFA Final Payment Date when all amounts owed by the Rating Agencies, then Purchaser under the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition Secondary Purchase Agreement shall have been satisfied (and any conditions or limitations imposed paid in full, the Purchaser shall apply, on each Settlement Date, all other Collections of Transferred Assets received by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect Purchaser and not previously distributed first to the preceding calendar month payment of accrued interest on the Subordinated Loan, and then to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one reduction of the conditions in clauses (i) through (iv) principal amount of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorSubordinated Loan. (bc) The Servicer will If on any day any Transferred Asset becomes (in whole or in part) a Diluted Receivable, the Originator which originated such Transferred Asset shall be entitled deemed to be reimbursed from amounts have received on deposit such day a Collection of such Transferred Asset in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.Diluted

Collections. (a) The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit within two Business Days of receipt thereof to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) Receivables and not including Fixed Value Payments), all Net Liquidation Proceeds, both as Proceeds collected during the Monthly Period less any payments owed thereon related Collection Period, prior to 11:00 a.m. (New York time) on the Servicerrelated Payment Date. Notwithstanding the foregoing, for so long 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 within two Business Days of receipt thereof. The commingling conditions are as follows: (i) Franklin Capital remains DCFS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing, continuing and (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’sx) short DaimlerChrysler North America Holding Corporation must maintain a short-term obligations are rated rating of at least “"P-1" by Moody's and "A-1” " by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and 's or (ivy) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect . Notwithstanding anything herein to the preceding calendar month 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 second Business Day immediately preceding related Servicer's Certificate as being due and payable to DCFS or the related Distribution Date. IfSeller and pay such amounts directly to DCFS or the Seller, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own fundsas applicable. For purposes of this Article V V, the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled Seller. In the event the commingling conditions cease to be reimbursed from amounts on deposit in met, the Collection 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 "P-1" by Moody's 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 all interest payments by or on behalf of the Obligors with respect to the 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 weighted average APR of such Receivables and the number of calendar days in that Collection Period divided by 360 and (ii) deposit such calculated daily interest amounts to the Deposit Account within the applicable time frame required pursuant to this Section 5.02. In the event that the sum of the daily interest amounts so calculated for a Monthly Collection Period exceeds the amount of actual interest payments for amounts previously deposited in that Collection Period, the Collection Account but later determined by Indenture Trustee shall, at 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 written direction of the Servicer, release such excess to the Servicer on (or its designee). For the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by avoidance of doubt, the Servicer is not required to calculate the amount of such amounts interest payments in the manner provided in the two immediately preceding sentences and the may, upon provision of such information to the Indenture Trustee of written notice thereof, change its procedures so that it deposits the 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 Indenture AdministratorDeposit Account within the applicable time frame required pursuant to this Section 5.02.

Collections. (a) The Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit within two 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 Days Day, after identification thereof. Subject to the provisions of receipt thereof to subsections (b) and (c), on the Closing Date, Servicer shall deposit in the Collection Account all payments by or on behalf of the Obligors with respect to on the Receivables (other than Purchased Receivables) received by Servicer after the Cutoff Date and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon on or prior to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Closing Date. If. (b) Notwithstanding the provisions of subsection (a), however, one if BANA is the Servicer and (i) [ ] shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the conditions Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) [ ] ceases to have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (ix), (y) through and (ivz) of the preceding sentence is not satisfied, then the Servicer shall remit such collections proviso with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyoutgoing Servicer. Pending the deposit thereof of the amounts referred to in subsection (a) into the Collection Account, the such amounts may be employed by Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections be segregated from its Servicer’s own funds. For purposes of this Article V Any losses resulting from Servicer’s actions shall be borne exclusively by Servicer. Servicer shall promptly notify Trustee in writing if [ ] shall obtain or lose the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorRequired Rating. (c) Notwithstanding the provisions of subsections (a) and (b) The ), Servicer may retain, or will be entitled to be reimbursed reimbursed, from amounts otherwise payable into, or on deposit in in, the Collection Account with respect to a Monthly Collection Period for any 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, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be paid included in Collections with respect to the Servicer on the related Distribution Date pursuant Date. (d) With respect to Section 5.6(a)(ieach Precomputed Receivable, collections and payments by or on behalf of an obligor (other than any amounts constituting Supplemental Servicing Fees) upon certification by the Servicer of such amounts and the provision of such information for each Collection Period shall be applied to the Indenture Trustee 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 Indenture Administratorscheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 4.5.

Collections. (a) The Servicer shall 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 Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ Moody’s and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (ba) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased than, in the case of Precomputed Receivables, payments constituting Payments Ahead) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the ServicerProceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains TMCC is the Servicer, (ii) no Servicer either (a) TMCC's short-term unsecured debt is rated ___ by Moody's and ___ by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (b) certain arrangements are made that have been approved in writing by each Rating Agency and (iii) an Event of Default shall not have occurred and be continuingcontinuing (collectively, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with"Monthly Remittance Conditions"), the Servicer may shall not be required to remit such collections with respect to the preceding calendar month to the Collection Account on the second foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day immediately preceding before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Distribution DateCollection Period to the Collection Account in immediately available funds. If, however, one Commencing with the first day of the conditions in clauses (i) through (iv) of first Collection Period that begins at least two Business Days after the preceding sentence day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Conditions is not satisfied, all collections then held by the Servicer shall remit such be immediately deposited into the Collection Account and all future collections with on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the preceding calendar month to Collection Account on a daily basis within two Business Days after receipt thereof. (b) Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days of after receipt thereof, which Payments Ahead shall be transferred to the Payahead Account pursuant to Section 4.06(a)(ii). Notwithstanding the foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof orbut shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 4.06(a)(ii). Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, all Payments Ahead then held by the Servicer shall be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Payahead Account within two Business Days after receipt thereof. (c) The Servicer shall give the Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if the Servicer has already held such collections for two Business Days, it shall remit such collections provides to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled to be reimbursed from amounts on deposit result in the Collection Account with respect qualification, reduction or withdrawal of the rating then assigned to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer any Class of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorRated Certificates.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase "payments owed thereon to received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing, continuing (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed unless waived by the Rating Agencies in connection therewith are complied with)appropriate Securityholders) (collectively, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then "Monthly Remittance 35 40 Conditions"); the Servicer shall remit such collections with respect not be required to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyon the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Pending deposit thereof Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account, Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other Collection Account on a daily basis not later than the Servicer or the Depositorfirst Business Day after receipt thereof. (b) The Servicer will Indenture Trustee or the Owner Trustee shall not be entitled deemed to be reimbursed have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from 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 Seller or the Servicer to have resulted in an Officer's Certificate or from mistaken deposits the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or postings a Trust Officer of the Indenture Trustee or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such amounts and event or circumstances. (c) The Servicer shall give the provision of such information to Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture AdministratorTrustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to any Class of Notes.

Collections. (a) The Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit within two 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 Days Day, after receipt thereof. Subject to the provisions of receipt thereof to subsections (b) and (c), on the Closing Date, Servicer shall deposit in the Collection Account all payments by or on behalf of the Obligors with respect to on the Receivables (other than Purchased Receivables) received by Servicer after the Cutoff Date and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon on or prior to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Closing Date. If. (b) Notwithstanding the provisions of subsection (a), however, one 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 conditions Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) Servicer ceases to have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (ix), (y) through and (ivz) of the preceding sentence is not satisfied, then the Servicer shall remit such collections proviso with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyoutgoing Servicer. Pending the deposit thereof of the amounts referred to in subsection (a) into the Collection Account, the such amounts may be employed by Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections be segregated from its Servicer's own funds. For purposes of this Article V Any losses resulting from Servicer's actions shall be borne exclusively by the phrase “payments by Servicer. Servicer shall promptly notify Trustee in writing if it shall obtain or on behalf of Obligors” shall mean payments made with respect to lose the Receivables by Persons other than the Servicer or the DepositorRequired Rating. (c) Notwithstanding the provisions of subsections (a) and (b) The ), Servicer may retain, or will be entitled to be reimbursed reimbursed, from amounts otherwise payable into, or on deposit in in, the Collection Account with respect to a Monthly Collection Period for any 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, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be paid included in Collections with respect to the Servicer on the related Distribution Date pursuant Date. (d) With respect to Section 5.6(a)(ieach Precomputed Receivable, collections and payments by or on behalf of an obligor (other than any amounts constituting Supplemental Servicing Fees) upon certification by the Servicer of such amounts and the provision of such information for each Collection Period shall be applied to the Indenture Trustee 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 Indenture Administratorscheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 4.5.

Collections. (a) The Servicer shall remit within two Business Days Upon the occurrence of receipt thereof one or more Events of Default, Lender may exercise all rights and remedies under each Contract, lease, security agreement and other contract included among the Collateral as are afforded to the Collection Account all payments by secured party thereunder or on behalf of the Obligors with respect which are otherwise afforded to Borrower thereunder; Lender may, subject to the Receivables (other than Purchased Receivables) rights of Obligors, recover possession of any tangible personal property under any Contract, and all Net Liquidation Proceedsrequire that the same be assembled and delivered to a specific location. Without limiting the foregoing, both as collected during the Monthly Period less any payments owed thereon Lender shall have the right to give direction to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains replace or remove the Servicer, (ii) no Servicer Default shall have occurred collect and be continuingreceive all further payments made on the Collateral, (iii) to instruct the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety Obligors to make payments to a lock-box or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed location designated by the Rating Agencies in connection therewith are complied with)Lender, the Servicer may remit such collections with respect to the preceding calendar month control deposits to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into and disbursements from the Collection Account, to notify Lock-Box Banks to follow the Servicer may use or invest collections at its own risk instructions of the Lender, and for its own benefit if any payments are received by Borrower, the Borrower shall not commingle the amounts received with other funds of the Borrower and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect promptly pay them over to the Receivables Lender. In addition, the Lender shall have the right to dispose of all or any part of the Collateral as provided in the other documents executed in connection herewith, or in any commercially reasonable manner, or as provided by Persons other than the Servicer or the Depositor. (b) law. The Servicer will Lender shall be entitled to be reimbursed from amounts on deposit place the Contracts which it recovers after any default in a pool for issuance of automobile loan receivable pass-through securities and to sell such securities at the then prevailing price for such securities in the Collection Account with respect open market as a commercially reasonable disposition of collateral subject to a Monthly Period for amounts previously deposited in the Collection Account but later determined by applicable requirements of the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient fundsUCC. The amount Lender shall also be entitled to be reimbursed hereunder shall be paid sell (on a servicing-retained or servicing-released basis, as Lender may elect) any or all of such Contracts individually for the prevailing price as a commercially reasonable disposition of collateral subject to the Servicer on applicable requirements of the related Distribution Date pursuant UCC and to retitle in Lender's or Lender's nominee's name, the subordinate certificates referenced in Section 5.6(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture Administrator.6.14

Collections. (a) The Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit within two 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 Days Day, after identification thereof. Subject to the provisions of receipt thereof to subsections (b) and (c), on the Closing Date, Servicer shall deposit in the Collection Account all payments by or on behalf of the Obligors with respect to on the Receivables (other than Purchased Receivables) received by Servicer after the Cutoff Date and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon on or prior to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Closing Date. If. (b) Notwithstanding the provisions of subsection (a), however, one if CAF is the Servicer and (i) [ ] shall have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the conditions Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) [ ] ceases to have the Required Rating, Servicer shall deposit such amounts (including any amounts then being held by Servicer) into the Collection Account as provided in Section 4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (ix), (y) through and (ivz) of the preceding sentence is not satisfied, then the Servicer shall remit such collections proviso with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyoutgoing Servicer. Pending the deposit thereof of the amounts referred to in subsection (a) into the Collection Account, the such amounts may be employed by Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections be segregated from its Servicer’s own funds. For purposes of this Article V Any losses resulting from Servicer’s actions shall be borne exclusively by Servicer. Servicer shall promptly notify Trustee in writing if [ ] shall obtain or lose the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the DepositorRequired Rating. (c) Notwithstanding the provisions of subsections (a) and (b) The ), Servicer may retain, or will be entitled to be reimbursed reimbursed, from amounts otherwise payable into, or on deposit in in, the Collection Account with respect to a Monthly Collection Period for any 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, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be paid included in Collections with respect to the Servicer on the related Distribution Date pursuant Date. (d) With respect to Section 5.6(a)(ieach Precomputed Receivable, collections and payments by or on behalf of an obligor (other than any amounts constituting Supplemental Servicing Fees) upon certification by the Servicer of such amounts and the provision of such information for each Collection Period shall be applied to the Indenture Trustee 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 Indenture Administratorscheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as Payaheads until such later Collection Period as such Payaheads may be transferred to the Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 4.5.

Collections. (a) The Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit within two Business Days of receipt thereof to the Collection Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) Receivables and not including Fixed Value Payments), all Net Liquidation Proceeds, both as Proceeds collected during the Monthly Period less any payments owed thereon related Collection Period, prior to 11:00 a.m. (New York time) on the Servicerrelated Payment Date. Notwithstanding the foregoing, for so long 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), all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as follows: (i) Franklin Capital remains DCS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing, continuing and (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’sx) short DCS must maintain a short-term obligations are rated rating of at least “"A-1” " by Standard & Poor’s 's and “Prime-1” "P-1" by ▇▇▇▇▇’▇ and Moody's or (ivy) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect . Notwithstanding anything herein to the preceding calendar month 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 second Business Day immediately preceding related Servicer's Certificate as being due and payable to DCS or the related Distribution Date. IfSeller and pay such amounts directly to DCS or the Seller, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own fundsas applicable. For purposes of this Article V V, the phrase “"payments by or on behalf of Obligors” " shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor. (b) The Servicer will be entitled Seller. In the event the commingling conditions cease 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 met, 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 make daily remittance of collections to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification 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 DCS's short-term ratings below "A-1" by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorStandard & Poor's or "P-1" by Moody's.

Collections. (a) The Servicer shall remit within two Business Days of receipt thereof to the Collection Account or Payahead Account, as applicable, 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 Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the Servicer’s 's (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Depositor.backing (b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i5.6(b)(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorSecurity Insurer as may be necessary in the opinion of the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6(b)(i), or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6(b)(i) or Section 5.9, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date.

Collections. (a) The Servicer shall establish the Subcollection Account in the name of the Indenture Collateral Agent for the benefit of the Noteholders. The Subcollection Account shall be an Eligible Account satisfying clause (i) of the definition of "Eligible Account," and shall initially be established with First Interstate Bank, N. A. The Servicer shall remit within two Business Days of receipt thereof 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 (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains Proceeds received by the Servicer, (ii) in each case, as soon as practicable, but in no Servicer Default shall have occurred and be continuing, (iii) event later than the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Dateafter receipt thereof. If, however, one Within two days of the conditions in clauses (i) through (iv) deposit of the preceding sentence is not satisfied, then the Servicer shall remit such collections with respect to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof payments into the Collection Subcollection Account, the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect cause all amounts credited to the Receivables by Persons other than Subcollection Account on account of such payments to be transferred to the Servicer or Collection Account. Amounts in the DepositorSubcollection Account shall not be invested. (b) The 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 5.6(a)(i4.6(i) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Indenture AdministratorSecurity Insurer as may be necessary in the opinion of the Trustee and the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to this Section 4.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 4.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date.

Collections. (a) The Except as otherwise provided in this Agreement, the Servicer shall remit within two Business Days of receipt thereof 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 Purchased excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation ProceedsProceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, both as collected during the Monthly Period less any phrase "payments owed thereon to received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the (Nissan 2004-C Sale and Servicing Agreement) Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing, continuing (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by ▇▇▇▇▇’▇ and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed unless waived by the Rating Agencies in connection therewith are complied with)appropriate Securityholders) (collectively, the Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then "Monthly Remittance Conditions"); the Servicer shall remit such collections with respect not be required to the preceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediatelyon the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Pending deposit thereof Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account, Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables by Persons other Collection Account on a daily basis not later than the Servicer or the Depositorfirst Business Day after receipt thereof. (b) The Servicer will Indenture Trustee or the Owner Trustee shall not be entitled deemed to be reimbursed have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from 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 Seller or the Servicer to have resulted in an Officer's Certificate or from mistaken deposits the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or postings a Trust Officer of the Indenture Trustee or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such amounts and event or circumstances. (c) The Servicer shall give the provision of such information to Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture AdministratorTrustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to any Class of Notes.