Common use of Collection and Allocation of Receivable Payments Clause in Contracts

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.4.07

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) Customary Servicing Practices of the Servicer without the prior consent of the Issuer, the Owner Trustee, the Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the Servicer extends the date for final payment by the Obligor amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of (x) any change in the related APR or the Amount Financed, (y) any increase in the total number of Scheduled Payments or (z) any extension of payments such that the Receivable beyond will be outstanding later than the month immediately last day of the Collection Period preceding the month in which the Class B Final Scheduled Payment Date for Date, then the Class C Notes occursServicer shall be obligated (except to the extent any such extension, rebate or adjustment constitutes a Permitted Modification) to repurchase such Receivable pursuant to Section 4.08; provided further, that the Servicer shall have no such obligation to repurchase a Receivable as a result of any such extension of payments under clause (z) above if it is required to grant such extension under law or pursuant to a court order. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitutes a cancellation of such Receivable and the creation of a new car, minivan, light-duty truck or sport utility vehicle receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08 (except to the extent any such rescheduling, extension or modification constitutes a Permitted Modification), and the receivable created shall not be included as an asset of the Issuer. Notwithstanding the foregoing, (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable shall have occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new or used car, minivan, light-duty truck or sport utility vehicle receivables that it services for itself, but only if the final scheduled payment date of such Receivable as of the earlier of (a) extended would not be later than the last day of the second Collection Period following preceding the date Class B Final Scheduled Payment Date; or (B) reduce the outstanding principal amount of such extension the Receivable in the event of a prepayment resulting from refunds of Insurance Policy premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law; (or, 2) if at the Servicer’s electionend of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the first following Collection Period) and (b) the last day of the month immediately Period preceding the month in which the Class B Final Scheduled Payment Date for Date; and (3) the Class C Notes occursServicer may, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion Customary Servicing Practices, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables. Each such action that the Servicer is permitted to take in accordance with the terms of the immediately preceding sentence shall constitute a Receivable. The “Permitted Modification.” In addition, in accordance with its Customary Servicing Practices, the Servicer shall not agree modify the terms of any Receivable impacted by the Relief Act and the Servicer shall be obligated to purchase any alteration such modified Receivable in accordance with the terms of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by lawSection 4.08.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C E Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C E Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.4.07

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) Customary Servicing Practices of the Servicer without the prior consent of the Owner Trustee, the Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the Servicer extends the date for final payment by the Obligor amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of (x) any change in the related APR or the Amount Financed, (y) any increase in the total number of Scheduled Payments or (z) any extension of payments such that the Receivable beyond will be outstanding later than the month immediately last day of the Collection Period preceding the month in which the Class B Final Scheduled Payment Date for Date, then the Class C Notes occursServicer shall be obligated (except to the extent any such extension, rebate or adjustment constitutes a Permitted Modification) to repurchase such Receivable pursuant to Section 4.08; provided further, that the Servicer shall have no such obligation to repurchase a Receivable as a result of any such extension of payments under clause (z) above if it is required to grant such extension under law or pursuant to a court order. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitutes a cancellation of such Receivable and the creation of a new passenger car, minivan, light-duty truck or sport utility vehicle receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08 (except to the extent any such rescheduling, extension or modification constitutes a Permitted Modification), and the receivable created shall not be included as an asset of the Issuer. Notwithstanding the foregoing, (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable shall have occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new or used passenger car, minivan, light-duty truck or sport utility vehicle receivables that it services for itself, but only if the final scheduled payment date of such Receivable as of the earlier of (a) extended would not be later than the last day of the second Collection Period following preceding the date Class B Final Scheduled Payment Date; or (B) reduce the outstanding principal amount of such extension the Receivable in the event of a prepayment resulting from refunds of Insurance Policy premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law; (or, 2) if at the Servicer’s electionend of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the first following Collection Period) and (b) the last day of the month immediately Period preceding the month in which the Class B Final Scheduled Payment Date for Date; and (3) the Class C Notes occursServicer may, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion Customary Servicing Practices, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables. Each such action that the Servicer is permitted to take in accordance with the terms of the immediately preceding sentence shall constitute a “Permitted Modification.” In addition, in accordance with its Customary Servicing Practices, the Servicer shall pay off the remaining unpaid principal balance of any Receivable impacted by the Servicemembers Civil Relief Act of 2003, as amended (the “Relief Act”), by depositing an amount equal to such unpaid principal balance and any accrued interest thereon into the Collection Account and shall enter into a new loan agreement with the related Obligor, which reflects payment terms permissible under the Relief Act. Such new loan agreement shall not constitute a Receivable. The Servicer shall not agree to any alteration , an asset of the interest rate Issuer or a part of the originally scheduled payments on any Receivable, other than as provided herein or as required by lawTrust Estate.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) Customary Servicing Practices of the Servicer without the prior consent of the Owner Trustee, the Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the Servicer extends the date for final payment by the Obligor amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of (x) any change in the related APR or the Amount Financed, (y) any increase in the total number of Scheduled Payments or (z) any extension of payments such that the Receivable beyond will be outstanding later than the month immediately last day of the Collection Period preceding the month in which the Class B Final Scheduled Payment Date for Date, then the Class C Notes occursServicer shall be obligated (except to the extent any such extension, rebate or adjustment constitutes a Permitted Modification) to repurchase such Receivable pursuant to Section 4.08. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitutes a cancellation of such Receivable and the creation of a new passenger car, minivan, light-duty truck or sport utility vehicle receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08 (except to the extent any such rescheduling, extension or modification constitutes a Permitted Modification), and the receivable created shall not be included as an asset of the Issuer. Notwithstanding the foregoing, (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable shall have occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new or used passenger car, minivan, light-duty truck or sport utility vehicle receivables that it services for itself, but only if the final scheduled payment date of such Receivable as of the earlier of (a) extended would not be later than the last day of the second Collection Period following preceding the date Class B Final Scheduled Payment Date; or (B) reduce the outstanding principal amount of such extension the Receivable in the event of a prepayment resulting from refunds of Insurance Policy premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law; (or, 2) if at the Servicer’s electionend of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the first following Collection Period) and (b) the last day of the month immediately Period preceding the month in which the Class B Final Scheduled Payment Date for Date; and (3) the Class C Notes occursServicer may, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion Customary Servicing Practices, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables. Each such action that the Servicer is permitted to take in accordance with the terms of the immediately preceding sentence shall constitute a “Permitted Modification.” In addition, in accordance with its Customary Servicing Practices, the Servicer shall pay off the remaining unpaid principal balance of any Receivable impacted by the Servicemembers Civil Relief Act of 2003, as amended (the “Relief Act”), by depositing an amount equal to such unpaid principal balance and any accrued interest thereon into the Collection Account and shall enter into a new loan agreement with the related Obligor, which reflects payment terms permissible under the Relief Act. Such new loan agreement shall not constitute a Receivable. The Servicer shall not agree to any alteration , an asset of the interest rate Issuer or a part of the originally scheduled payments on any Receivable, other than as provided herein or as required by lawTrust Estate.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) Customary Servicing Practices of the Servicer without the prior consent of the Owner Trustee, the Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the Servicer extends the date for final payment by the Obligor amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of (x) any change in the related APR or the Amount Financed, (y) any increase in the total number of Scheduled Payments or (z) any extension of payments such that the Receivable beyond will be outstanding later than the month immediately last day of the Collection Period preceding the month in which the Class B Final Scheduled Payment Date for Date, then the Class C Notes occursServicer shall be obligated (except to the extent any such extension, rebate or adjustment constitutes a Permitted Modification) to repurchase such Receivable pursuant to Section 4.08; provided further, that the Servicer shall have no such obligation to repurchase a Receivable as a result of any such extension of payments under clause (z) above if it is required to grant such extension under law or pursuant to a court order. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitutes a cancellation of such Receivable and the creation of a new car, minivan, light-duty truck or sport utility vehicle receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08 (except to the extent any such rescheduling, extension or modification constitutes a Permitted Modification), and the receivable created shall not be included as an asset of the Issuer. Notwithstanding the foregoing, (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable shall have occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new or used car, minivan, light-duty truck or sport utility vehicle receivables that it services for itself, but only if the final scheduled payment date of such Receivable as of the earlier of (a) extended would not be later than the last day of the second Collection Period following preceding the date Class B Final Scheduled Payment Date; or (B) reduce the outstanding principal amount of such extension the Receivable in the event of a prepayment resulting from refunds of Insurance Policy premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law; (or, 2) if at the Servicer’s electionend of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the first following Collection Period) and (b) the last day of the month immediately Period preceding the month in which the Class B Final Scheduled Payment Date for Date; and (3) the Class C Notes occursServicer may, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion Customary Servicing Practices, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables. Each such action that the Servicer is permitted to take in accordance with the terms of the immediately preceding sentence shall constitute a Receivable. The “Permitted Modification.” In addition, in accordance with its Customary Servicing Practices, the Servicer shall not agree modify the terms of any Receivable impacted by the Relief Act and the Servicer shall be obligated to purchase any alteration such modified Receivable in accordance with the terms of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by lawSection 4.08.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable or a Deferred Balloon Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may, at any time on or before 90 days after that first Scheduled Payment is due, modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond June 2009 and that such extensions, in the month immediately aggregate, do not exceed two months for each 12 months of the original term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurssentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within 10 days of receipt of such request). (e) If the Obligor under any Balloon Payment Receivable or Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Balloon Payment Receivable or Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within 10 days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, procedures it follows with respect to all comparable automotive receivables that if the Servicer extends the date it services for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) itself and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02others. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. . (b) The Servicer shall not agree to any alteration of the interest rate APR on any Receivable or of the amount of the Scheduled Payments on a Precomputed Receivable or the originally scheduled payments on Simple Interest Receivables. The Servicer shall not grant rebates or adjustments on a Receivable that modify the original due dates or amounts of the Scheduled Payments on a Precomputed Receivable or the original due dates or amounts of the originally Scheduled Payments on a Precomputed Receivable or the originally due dates or amounts of the originally scheduled payments on a Simple Interest Receivable; provided, however, that the Servicer may grant one extension of one month in any Receivablesix month period, other than as provided herein that (1) either such extensions granted to an Obligor over the term of a Receivable do not extend the date for final payment by such Obligor thereunder beyond the Final Scheduled Maturity Date or as required (2) if such extensions do result in a final scheduled payment date under a Receivable that occurs after the Final Scheduled Maturity Date, the Servicer shall [pay to the Trust the additional interest payable by lawthe related Obligor with respect to such extensions] [repurchase any Receivable so affected or advance any such deferred payments to the Trust on the Final Scheduled Distribution Date if and to the extent any shortfalls in the Class A Distributable Amount or Class B Distributable Amount occur on such date].

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) Customary Servicing Practices of the Servicer without the prior consent of the Issuer, the Owner Trustee, the Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the Servicer extends the date for final payment by the Obligor amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of (x) any change in the related APR or the Amount Financed, (y) any increase in the total number of Scheduled Payments or (z) any extension of payments such that the Receivable beyond will be outstanding later than the month immediately last day of the Collection Period preceding the month in which the Class B Final Scheduled Payment Date for Date, then the Class C Notes occursServicer shall be obligated (except to the extent any such extension, rebate or adjustment constitutes a Permitted Modification) to repurchase such Receivable pursuant to Section 4.08; provided further, that the Servicer shall have no such obligation to repurchase a Receivable as a result of any such extension of payments under clause (z) above if it is required to grant such extension under law or pursuant to a court order. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitutes a cancellation of such Receivable and the creation of a new car, crossover utility vehicles, light-duty truck or sport utility vehicle receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08 (except to the extent any such rescheduling, extension or modification constitutes a Permitted Modification), and the receivable created shall not be included as an asset of the Issuer. Notwithstanding the foregoing, (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable shall have occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new or used car, crossover utility vehicles, light-duty truck or sport utility vehicle receivables that it services for itself, but only if the final scheduled payment date of such Receivable as of the earlier of (a) extended would not be later than the last day of the second Collection Period following preceding the date Class B Final Scheduled Payment Date; or (B) reduce the outstanding principal amount of such extension the Receivable in the event of a prepayment resulting from refunds of Insurance Policy premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law; (or, 2) if at the Servicer’s electionend of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the first following Collection Period) and (b) the last day of the month immediately Period preceding the month in which the Class B Final Scheduled Payment Date for Date; and (3) the Class C Notes occursServicer may, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion Customary Servicing Practices, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.the

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) procedures of the Servicer without the prior consent of the Owner Trustee, Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of (x) any change in the related APR or the Amount Financed, (y) any increase in the total number of Scheduled Payments or (z) any extension of payments such that the Receivable will be outstanding later than the Class [A-4] Final Scheduled Payment Date, then the Servicer extends shall be obligated (except to the date for final payment by extent permitted below) to repurchase such Receivable pursuant to Section 4.08. In addition, in the Obligor event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitute a cancellation of such Receivable and the creation of a new automobile or light duty truck receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08, and the receivable created shall not be included as an asset of the Issuer. Notwithstanding the foregoing, (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable beyond shall have occurred or, in the month immediately judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new or used automobile or light-duty truck receivables that it services for itself, but only if (i) the final scheduled payment date of such Receivable as extended would not be later than the last day of the Collection Period preceding the month Final Scheduled Distribution Date for the Class [A-4] Notes, and (ii) the rescheduling or extension would not modify the terms of such Receivable in which a manner that would constitute a cancellation of such Receivable and the creation of a new receivable for federal income tax purposes; or (B) reduce the outstanding principal amount of the Receivable in the event of a prepayment resulting from refunds of credit life and disability insurance premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law; (2) if at the end of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the Collection Period preceding the Final Scheduled Payment Date for the Class C Notes occurs, [A-4] Notes; and (3) the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (ormay, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by lawReceivables.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, extensions rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.4.07

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may, at any time on or before 90 days after that first Scheduled Payment is due, modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the month immediately preceding the month in which the Final Scheduled Payment Maturity Date and that such extensions, in the aggregate, do not exceed two (2) months for each twelve (12) months of the Class C Notes occursoriginal term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). (e) If the Obligor under any Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing proceduresprocedures it follows with respect to all comparable automotive receivables that it services for itself or others. (b) The Servicer may not grant extensions or change modify the method under original due dates of a Receivable; provided, however, that the Servicer may (i) modify the original due date of a Receivable by authorizing an Obligor to skip up to two scheduled principal and interest payments in any rolling 12-month period and extend the final maturity date with respect to any such Receivable by a term equal to one month for each payment skipped, (ii) modify the original due date and terms of a Receivable by re-amortizing the Receivable and extending the final maturity date once during the term of a Receivable, and (iii) grant extensions or modify the original due dates of a Receivable with respect to a Receivable for which a court of appropriate jurisdiction in a bankruptcy or insolvency proceeding shall have issued an order reducing the amount owed on such Receivable or otherwise modifying or restructuring the scheduled payments of interest are computed or other terms on such Receivable; provided, however, that if the Servicer extends may not extend the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Class B Note Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02Distribution Date. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not voluntarily agree to any alteration reduction of (i) the original interest rate rate, (ii) the amount of any Scheduled Payment on an Actuarial Receivable or the originally original regular scheduled payments payment on a Simple Interest Receivable, or (iii) the Principal Balance of any Receivable, other than as provided herein or as required by law.

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others; PROVIDED, HOWEVER, that the Servicer shall notify each Obligor prior to the Closing Date in the case of the Initial Receivables, and prior to the related Subsequent Transfer Date, in the case of the Subsequent Receivables, to make all payments with respect to the Receivables to the Lock-Box and shall make reasonable efforts to cause Obligors to make all such payments to such Lock-Box. The Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Lock-Box. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others and in accordance with the terms of this Agreement. The Servicer Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable, Receivable in accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself which shall not, for the purposes of this Agreement, not modify the day original due date of the month Scheduled Receivable Payments on which payment is due any Receivable other than (except a) in accordance with the Payment Deferment and Due Date Change Policies, (b) in connection with a limited number of accommodations for Obligors of occasional requests in accordance Deficient Liquidated Receivable, (c) with the Servicer’s customary servicing proceduresprior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d) or change as otherwise required by applicable law. Notwithstanding anything contained herein to the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurscontrary, the Servicer shall purchase may, at its option, repurchase up to 25 Receivables in a manner consistent with Section 5.5 hereof and any such repurchased Receivable as of the earlier of (aan "Optional Repurchase Receivable") the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b)shall not be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer shall not retain modify the Payment Deferment and Due Date Change Policies without the prior written consent of the Note Insurer. The Servicer shall notify Xxxxx'x of any fees in connection with any extension of a Receivable but shall instead deposit such fees into modification to the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless Payment Deferment and Due Date Change Policies. If the Servicer is making deposits not LBAC, the Servicer may not make any extension on a monthly basis as permitted under Section 5.02Receivable without the prior written consent of the Note Insurer. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a ReceivableReceivable if it would forgo collection of such amount in accordance with its customary procedures. The Notwithstanding anything to the contrary contained herein, the Servicer (i) shall not agree to any alteration of the interest rate on any Receivable or of the originally scheduled payments amount of any Scheduled Receivable Payment on any Receivable, except (a) as otherwise required by applicable law, (b) with respect to a Deficient Liquidated Receivable and (c) with the prior written consent of the Note Insurer, with respect to any other Liquidated Receivable, and (ii) shall not agree to any modification that would result in a material adverse effect on a Receivable (other than as provided herein a Deficient Liquidated Receivable and, with the prior written consent of the Note Insurer, any other Liquidated Receivable) or as required the interest therein of the Issuer, the Noteholders or the Note Insurer other than a modification in accordance with the Payment Deferment and Due Date Change Policies. On each Business Day, the Servicer shall prepare and transmit to the Trust Collateral Agent and the Back-up Servicer in a form acceptable to the Trust Collateral Agent and the Back-up Servicer, a record setting forth the aggregate amount of collections on the Receivables processed by lawthe Servicer on the second preceding Business Day.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) procedures of the Servicer without the prior consent of the Owner Trustee, Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the Servicer extends the date for final payment by the Obligor amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of (x) any change in the related APR or the Amount Financed, (y) any increase in the total number of Scheduled Payments or (z) any extension of payments such that the Receivable beyond will be outstanding later than the month immediately last day of the Collection Period preceding the month in which the Class A-4 Final Scheduled Payment Date for Date, then the Class C Notes occursServicer shall be obligated (except to the extent any such extension, rebate or adjustment constitutes a Permitted Modification) to repurchase such Receivable pursuant to Section 4.08. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitutes a cancellation of such Receivable and the creation of a new passenger car, minivan, light-duty truck or sport utility vehicle receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08 (except to the extent any such rescheduling, extension or modification constitutes a Permitted Modification), and the receivable created shall not be included as an asset of the Issuer. Notwithstanding the foregoing, (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable shall have occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new or used passenger car, minivan, light-duty truck or sport utility vehicle receivables that it services for itself, but only if the final scheduled payment date of such Receivable as of the earlier of (a) extended would not be later than the last day of the second Collection Period following preceding the date Class A-4 Final Scheduled Payment Date; or (B) reduce the outstanding principal amount of such extension the Receivable in the event of a prepayment resulting from refunds of Insurance Policy premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law; (or, 2) if at the Servicer’s electionend of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the first following Collection Period) and (b) the last day of the month immediately Period preceding the month in which the Class A-4 Final Scheduled Payment Date for Date; and (3) the Class C Notes occursServicer may, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables. Each such action that the Servicer is permitted to take in accordance with the terms of the immediately preceding sentence shall constitute a “Permitted Modification.” In addition, in accordance with its current servicing practices, the Servicer shall pay off the remaining unpaid principal balance of any Receivable impacted by the Servicemembers Civil Relief Act of 2003, as amended (the “Relief Act”), by depositing an amount equal to such unpaid principal balance and any accrued interest thereon into the Collection Account and shall enter into a new loan agreement with the related Obligor, which reflects payment terms permissible under the Relief Act. Such new loan agreement shall not constitute a Receivable. The Servicer shall not agree to any alteration , an asset of the interest rate Issuer or a part of the originally scheduled payments on any Receivable, other than as provided herein or as required by lawTrust Estate.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, extensions rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occursMaturity Date, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Maturity Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.4.07

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing proceduresprocedures it follows with respect to all comparable automotive receivables that it services for itself or others. (b) The Servicer may not grant extensions or modify the original due dates of a Receivable; provided, however, that the Servicer may (i) grant one extension with respect to a Receivable of one month in any rolling twelve month period and may change the method under original due date once during the term of a Receivable to a new due date within 20 days of the original scheduled due date of such Receivable and (ii) grant extensions or modify the original due dates of a Receivable with respect to a Receivable for which a court of appropriate jurisdiction in a bankruptcy or insolvency proceeding shall have issued an order reducing the amount owed on such Receivable or otherwise modifying or restructuring the scheduled payments of interest are computed or other terms on such Receivable; provided, however, that if the Servicer extends may not extend the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Certificate Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02Distribution Date. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not voluntarily agree to any alteration reduction of (i) the original interest rate rate, (ii) the amount of any Scheduled Payment on a Precomputed Receivable or the originally original regular scheduled payments payment on a Simple Interest Receivable, or (iii) the Principal Balance of any Receivable, other than as provided herein or as required by law.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive [new and used automobiles, light-duty trucks, motorcycles, recreational vehicles, vans, minivans and/or sport utility vehicles] receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) procedures it follows with respect to all comparable [new and used automobiles, light-duty trucks, motorcycles, recreational vehicles, vans, minivans and/or sport utility vehicles] receivables that it services for itself or others. The Servicer shall not change the amount of or reschedule the due date of any scheduled payment of a Receivable to a date more than 30 days from the original due date of such scheduled payment, change the annual percentage rate of or extend any Receivable or change any material term of a Receivable, except as provided by the method under which scheduled payments terms of interest are computed on such Receivablethe Receivable or of this Agreement or as required by law or court order; provided, however, that if the Servicer extends the date for final payment by the Obligor of may extend any Receivable that is in default or with respect to which default is reasonably foreseeable and that would be acceptable to the Servicer with respect to comparable new or used automobile and light-duty truck receivables that it services for itself, if (a) the amount on deposit in the Reserve Account is greater than zero at the time of the extension, (b) the total credit-related extensions granted on the Receivable will not exceed [ ] months in the aggregate, (c) the total number of credit-related extensions granted on the Receivable will not exceed two, (d) the maturity of such Receivable will not be extended beyond [ ]; and (e) after giving effect to such extension, the month immediately aggregate Principal Balance of Receivables the maturity of which have been extended does not exceed [ ]% of the Cut-off Date Pool Balance. If, as a result of inadvertently rescheduling or extending payments, such rescheduling or extension breaches any of the terms of the proviso to the preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurssentence, then the Servicer shall be obligated to purchase any such Receivable pursuant to Section 4.07. For the purpose of such purchases pursuant to Section 4.07, notice shall be deemed to have been received by the Servicer at such time as shall make purchase mandatory as of the earlier of (a) the last day of the second Collection Period following during which the date discovery of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b)breach occurred. The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. [The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.]

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and provided, further that the Servicer may not cause a Deferred Payment Receivable to be a Modified Receivable after May 15, 2001; and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the month immediately preceding the month in which the Final Scheduled Payment Maturity Date and that such extensions, in the aggregate, do not exceed two (2) months for each twelve (12) months of the Class C Notes occursoriginal term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). (e) If the Obligor under any Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others; provided, however, that the Servicer shall notify each Obligor to make all payments with respect to the Receivables to the Post-Office Box. The Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Post-Office Box. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) procedures it follows with respect to all comparable automotive receivables that it services for itself or change others and in accordance with the method under which scheduled payments terms of interest are computed this Agreement. Except as provided below, the Servicer, for so long as CPS is the Servicer, may grant extensions on such a Receivable; provided, however, that the Servicer may not grant more than one extension per calendar year with respect to a Receivable or grant an extension with respect to a Receivable for more than one calendar month or grant more than three extensions in the aggregate with respect to a Receivable without the prior written consent of the Certificate Insurer and provided, further, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second penultimate Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for Distribution Date, it shall promptly purchase the Class C Notes occurs, in each case Receivable from the Trust in accordance with the terms of Section 4.07(b3.7 hereof (and for purposes thereof, the Receivable shall be deemed to be materially and adversely affected by such breach). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless If the Servicer is making deposits not CPS, the Servicer may not make any extension on a monthly basis as permitted under Section 5.02Receivable without the prior written consent of the Certificate Insurer. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Notwithstanding anything to the contrary contained herein, the Servicer shall not agree (i) to any alteration of the interest rate or the originally scheduled payments on any ReceivableReceivable or of the amount of any Scheduled Payment on Receivables, other than and (ii) shall not agree to any modification that would result in a "deemed exchange" of a receivable under Section 1001 of the Internal Revenue Code of 1986, as provided herein amended, or would constitute reinvestment adversely affecting the status of the Trust as required by lawnot an association taxable as a corporation for Federal income tax purposes.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) procedures of the Servicer without the prior consent of the Owner Trustee, the Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the Servicer extends the date for final payment by the Obligor amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of (x) any change in the related APR or the Amount Financed, (y) any increase in the total number of Scheduled Payments or (z) any extension of payments such that the Receivable beyond will be outstanding later than the month immediately last day of the Collection Period preceding the month in which the Class B Final Scheduled Payment Date for Date, then the Class C Notes occursServicer shall be obligated (except to the extent any such extension, rebate or adjustment constitutes a Permitted Modification) to repurchase such Receivable pursuant to Section 4.08. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitutes a cancellation of such Receivable and the creation of a new passenger car, minivan, light-duty truck or sport utility vehicle receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08 (except to the extent any such rescheduling, extension or modification constitutes a Permitted Modification), and the receivable created shall not be included as an asset of the Issuer. Notwithstanding the foregoing, (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable shall have occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new or used passenger car, minivan, light-duty truck or sport utility vehicle receivables that it services for itself, but only if the final scheduled payment date of such Receivable as of the earlier of (a) extended would not be later than the last day of the second Collection Period following preceding the date Class B Final Scheduled Payment Date; or (B) reduce the outstanding principal amount of such extension the Receivable in the event of a prepayment resulting from refunds of Insurance Policy premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law; (or, 2) if at the Servicer’s electionend of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the first following Collection Period) and (b) the last day of the month immediately Period preceding the month in which the Class B Final Scheduled Payment Date for Date; and (3) the Class C Notes occursServicer may, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables. Each such action that the Servicer is permitted to take in accordance with the terms of the immediately preceding sentence shall constitute a “Permitted Modification.” In addition, in accordance with its current servicing practices, the Servicer shall pay off the remaining unpaid principal balance of any Receivable impacted by the Servicemembers Civil Relief Act of 2003, as amended (the “Relief Act”), by depositing an amount equal to such unpaid principal balance and any accrued interest thereon into the Collection Account and shall enter into a new loan agreement with the related Obligor, which reflects payment terms permissible under the Relief Act. Such new loan agreement shall not constitute a Receivable. The Servicer shall not agree to any alteration , an asset of the interest rate Issuer or a part of the originally scheduled payments on any Receivable, other than as provided herein or as required by lawTrust Estate.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable or a Deferred Balloon Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may, at any time on or before 90 days after that first Scheduled Payment is due, modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond October 31, 2008 and that such extensions, in the month immediately aggregate, do not exceed two months for each 12 months of the original term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurssentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). (e) If the Obligor under any Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer may shall be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) standards of the Servicer without the prior consent of the Owner Trustee, Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the Servicer extends the date for final payment by the Obligor if, as a result of any change in the related APR, increase in the total number of Scheduled Payments, extension of payments such that the Receivable beyond the month immediately preceding the month in which will be outstanding later than the Final Scheduled Maturity Date, or other modification of the terms of a Receivable, the amount of any Scheduled Payment Date for due in a subsequent Collection Period is reduced, the Class C Notes occursServicer shall be obligated to either repurchase such Receivable pursuant to Section 4.08 or to make an Advance in respect of such Receivable in each subsequent Collection period equal to the amount by which such Scheduled Payment has been reduced. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitute a cancellation of such Receivable and the creation of a new automobile and/or light duty truck receivable, the Servicer shall purchase any such Receivable as of pursuant to Section 4.08, and the earlier of (a) receivable created shall not be included in the last day of the second Collection Period following the date of such extension (orIssuer. The Servicer may, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by lawReceivables.

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others; provided, however, that the Servicer shall notify each Obligor prior to the Closing Date, in the case of the Initial Receivables, and prior to the related Subsequent Transfer Date, in the case of the Subsequent Receivables, to make all payments with respect to the Receivables to the Lock-Box and shall make reasonable efforts to cause Obligors to make all such payments to such Lock-Box. The Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Lock-Box. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others and in accordance with the terms of this Agreement. The Servicer Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable, Receivable in accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself which shall not, for the purposes of this Agreement, not modify the day original due date of the month Scheduled Receivable Payments on which payment is due any Receivable other than (except a) in accordance with the Payment Deferment and Due Date Change Policies, (b) in connection with a limited number of accommodations for Obligors of occasional requests in accordance Deficient Liquidated Receivable, (c) with the Servicer’s customary servicing proceduresprior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d) or change as otherwise required by applicable law. Notwithstanding anything contained herein to the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurscontrary, the Servicer may, at its option, repurchase up to 25 Receivables and shall purchase remit the Purchase Amount, in the manner specified in Section 5.5 hereof and any such repurchased Receivable as of the earlier of (aan "Optional Repurchase Receivable") the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b)shall not be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer shall not retain modify the Payment Deferment and Due Date Change Policies without the prior written consent of the Note Insurer. The Servicer shall notify Xxxxx'x of any fees in connection with any extension of a Receivable but shall instead deposit such fees into modification to the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless Payment Deferment and Due Date Change Policies. If the Servicer is making deposits not LBAC, the Servicer may not make any extension on a monthly basis as permitted under Section 5.02Receivable without the prior written consent of the Note Insurer. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a ReceivableReceivable if it would forgo collection of such amount in accordance with its customary procedures. The Notwithstanding anything to the contrary contained herein, the Servicer (i) shall not agree to any alteration of the interest rate on any Receivable or of the originally scheduled payments amount of any Scheduled Receivable Payment on any Receivable, except (a) as otherwise required by applicable law, (b) with respect to a Deficient Liquidated Receivable and (c) with the prior written consent of the Note Insurer, with respect to any other Liquidated Receivable, and (ii) shall not agree to any modification that would result in a material adverse effect on a Receivable (other than as provided herein a Deficient Liquidated Receivable and, with the prior written consent of the Note Insurer, any other Liquidated Receivable) or as required the interest therein of the Issuer, the Noteholders, the Class C Certificateholder or the Note Insurer other than a modification in accordance with the Payment Deferment and Due Date Change Policies. On each Business Day, the Servicer shall prepare and transmit to the Trust Collateral Agent and the Back-up Servicer in a form acceptable to the Trust Collateral Agent and the Back-up Servicer, a record setting forth the aggregate amount of collections on the Receivables processed by lawthe Servicer on the second preceding Business Day.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) procedures of the Servicer without the prior consent of the Owner Trustee, Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the Servicer extends the date for final payment by the Obligor amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of (x) any change in the related APR or the Amount Financed, (y) any increase in the total number of Scheduled Payments or (z) any extension of payments such that the Receivable beyond will be outstanding later than the month immediately last day of the Collection Period preceding the month in which the Class B Final Scheduled Payment Date for Date, then the Class C Notes occursServicer shall be obligated (except to the extent any such extension, rebate or adjustment constitutes a Permitted Modification) to repurchase such Receivable pursuant to Section 4.08. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitutes a cancellation of such Receivable and the creation of a new passenger car, minivan, light-duty truck or sport utility vehicle receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08 (except to the extent any such rescheduling, extension or modification constitutes a Permitted Modification), and the receivable created shall not be included as an asset of the Issuer. Notwithstanding the foregoing, (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable shall have occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new or used passenger car, minivan, light-duty truck or sport utility vehicle receivables that it services for itself, but only if the final scheduled payment date of such Receivable as of the earlier of (a) extended would not be later than the last day of the second Collection Period following preceding the date Class B Final Scheduled Payment Date; or (B) reduce the outstanding principal amount of such extension the Receivable in the event of a prepayment resulting from refunds of Insurance Policy premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law; (or, 2) if at the Servicer’s electionend of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the first following Collection Period) and (b) the last day of the month immediately Period preceding the month in which the Class B Final Scheduled Payment Date for Date; and (3) the Class C Notes occursServicer may, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables. Each such action that the Servicer is permitted to take in accordance with the terms of the immediately preceding sentence shall constitute a “Permitted Modification.” In addition, in accordance with its current servicing practices, the Servicer shall pay off the remaining unpaid principal balance of any Receivable impacted by the Servicemembers Civil Relief Act of 2003, as amended (the “Relief Act”), by depositing an amount equal to such unpaid principal balance and any accrued interest thereon into the Collection Account and shall enter into a new loan agreement with the related Obligor, which reflects payment terms permissible under the Relief Act. Such new loan agreement shall not constitute a Receivable. The Servicer shall not agree to any alteration , an asset of the interest rate Issuer or a part of the originally scheduled payments on any Receivable, other than as provided herein or as required by lawTrust Estate.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may, at any time on or before 90 days after that first Scheduled Payment is due, modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond October 31, 2008 and that such extensions, in the month immediately aggregate, do not exceed two (2) months for each twelve (12) months of the original term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurssentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). (e) If the Obligor under any Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable or a Deferred Balloon Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may, at any time on or before 90 days after that first Scheduled Payment is due, modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond June 2009 and that such extensions, in the month immediately aggregate, do not exceed two months for each 12 months of the original term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurssentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). (e) If the Obligor under any Balloon Payment Receivable or Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Balloon Payment Receivable or Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing proceduresprocedures it follows with respect to all comparable automotive receivables that it services for itself or others. (b) The Servicer may not grant extensions or modify the original due dates of a Receivable; provided, however, that the Servicer may (i) (x) after six payments have been made, grant a one month extension with respect to a Receivable, (y) after each additional twelve payments have been made, grant a one month extension with respect to a Receivable and (z) change the method under original due date once during the term of a Receivable to a new due date within 20 days of the original scheduled due date of such Receivable and (ii) grant extensions or modify the original due dates of a Receivable with respect to a Receivable for which scheduled a court of appropriate jurisdiction in a bankruptcy or insolvency proceeding shall have issued an order reducing the amount owed on such Receivable or otherwise modifying or restructuring the schedule payments of interest are computed or other terms on such Receivable; provided, however, that if the Servicer extends may not extend the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02Distribution Date. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not voluntarily agree to any alteration reduction of (i) the original interest rate, (ii) the amount of the interest rate original regular scheduled payment on a Simple Interest Receivable or the originally scheduled payments Scheduled Payment on an Actuarial Receivable, or (iii) the Principal Balance of any Receivable, other than as provided herein or as required by law.

Collection and Allocation of Receivable Payments. (a) The ------------------------------------------------ Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows is consistent with respect to all comparable automotive receivables that it services for itself or othersthe Servicing Standard. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03. accordance with its customary servicing procedures. (b) The Servicer may grant extensionsat any time agree to a modification, rebates amendment or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into in order to (i) change the Obligor's regular due date to a date within the Collection Account within two Business Days Period in which such due date occurs, (ii) reamortize the scheduled payments on the Receivable following a partial prepayment of receipt principal and (including receipt iii) grant extensions of proper instructions regarding where to allocate such payment) unless a Receivable, provided that the Servicer is making deposits shall not be permitted to extend the monthly payments on a monthly basis as permitted under Section 5.02Receivable more than two times in any twelve-month period, and provided further that the aggregate period of all extensions on a Receivable shall not exceed six months. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. . (c) The Servicer may grant payment extensions or deferrals on, or other modifications or amendments to, a Receivable (in addition to those modifications permitted by Section 4.2(a)) in accordance with its customary procedures if the Servicer believes in good faith that such extension, deferral, modification or amendment is necessary to avoid a default on such Receivable, will maximize the amount to be received by the Trust with respect to such Receivable, and is otherwise in the best interests of the Trust; provided -------- however, that: ------- (i) In no event may a Receivable be extended beyond the Collection Period immediately preceding the Final Scheduled Distribution Date; (ii) So long as an Insurer Default shall not have occurred and be continuing, the Servicer shall not agree to any alteration amend or modify a Receivable (except as provided in Section 4.2(b)) without the consent of the interest rate Insurer; (iii) So long as an Insurer Default shall not have occurred and be continuing, the Aggregate Principal Balance of Receivables which have been extended during any Collection Period (A) shall not exceed 1.0% of the Aggregate Principal Balance of Receivables during such Collection Period (computed as of the Accounting Date immediately prior to the first date of the related Collection Period) and (B) shall not exceed 1.0% of the average of the Aggregate Principal Balance of Receivables for such Collection Period and the three prior Collection Periods (computed as of the Determination Date immediately prior to the first day of the related Collection Period); (iv) So long as an Insurer Default shall not have occurred and be continuing, the Aggregate Principal Balance of Receivables for which payment deferrals have been granted during any Collection Period (A) shall not exceed 1.0% of the Aggregate Principal Balance of Receivables during such Collection Period (computed as of the Accounting Date immediately prior to the first day of the related Collection Period) and (B) shall not exceed 1.0% of the average of the Aggregate Principal Balance of Receivables for such Collection Period and the three prior Collection Periods (computed as of the Determination Date immediately prior to the first day of the related Collection Period); (v) No such extension, modification or amendment shall be granted if such action, when aggregated with all previous extensions, modifications and amendments of Receivables, would have the originally scheduled payments on effect of causing any ReceivableNotes to be deemed to have been exchanged for other Notes within the meaning of Section 1001 of the Internal Revenue Code of 1986, as amended, or any proposed, temporary or final Treasury Regulations issued thereunder; and (vi) If an Insurer Default shall have occurred and be continuing, the Servicer may not extend or modify any Receivable (other than as provided herein or as required permitted by lawSection 4.2(b)). (d) Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable by accepting a new promissory note from the related Obligor and depositing the full outstanding Principal Balance of such Receivable into the Collection Account. The receivable created by the refinancing shall not be property of the Issuer.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing proceduresprocedures it follows with respect to all comparable automotive receivables that it services for itself or others. (b) The Servicer may not grant extensions or modify the original due dates of a Receivable; PROVIDED, HOWEVER, that the Servicer may (i) grant one extension with respect to a Receivable of one month in any rolling twelve month period and may change the method under original due date once during the term of a Receivable to a new due date within 20 days of the original scheduled due date of such Receivable and (ii) grant extensions or modify the original due dates of a Receivable with respect to a Receivable for which a court of appropriate jurisdiction in a bankruptcy or insolvency proceeding shall have issued an order reducing the amount owed on such Receivable or otherwise modifying or restructuring the scheduled payments of interest are computed or other terms on such Receivable; provided, however, that if the Servicer extends may not extend the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Certificate Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02Distribution Date. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not voluntarily agree to any alteration reduction of (i) the original interest rate rate, (ii) the amount of any Scheduled Payment on a Precomputed Receivable or the originally original regular scheduled payments payment on a Simple Interest Receivable, or (iii) the Principal Balance of any Receivable, other than as provided herein or as required by law.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing proceduresprocedures it follows with respect to all comparable automotive receivables that it services for itself or others. (b) The Servicer may not grant extensions or modify the original due dates of a Receivable; PROVIDED, HOWEVER, that the Servicer may (i) grant one extension with respect to a Receivable of one month in any rolling twelve month period and may change the method under original due date once during the term of a Receivable to a new due date within 20 days of the original scheduled due date of such Receivable and (ii) grant extensions or modify the original due dates of a Receivable with respect to a Receivable for which a court of appropriate jurisdiction in a bankruptcy or insolvency proceeding shall have issued an order reducing the amount owed on such Receivable or otherwise modifying or restructuring the scheduled payments of interest are computed or other terms on such Receivable; provided, however, that if the Servicer extends may not extend the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Certificate Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02Distribution Date. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not voluntarily agree to any alteration reduction of (i) the original interest rate rate, (ii) the amount of any Scheduled Payment on an Actuarial Receivable or the originally original regular scheduled payments payment on a Simple Interest Receivable, or (iii) the Principal Balance of any Receivable, other than as provided herein or as required by law.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may, at any time on or before 90 days after that first Scheduled Payment is due, modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond May 2007 and that such extensions, in the month immediately aggregate, do not exceed two (2) months for each twelve (12) months of the original term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurssentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). (e) If the Obligor under any Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others; provided, however, that the Servicer shall notify each Obligor to make all payments with respect to the Receivables to the Post-Office Box. The Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Post-Office Box. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) procedures it follows with respect to all comparable automotive receivables that it services for itself or change others and in accordance with the method under which scheduled payments terms of interest are computed this Agreement. Except as provided below, the Servicer, for so long as CPS is the Servicer, may grant extensions on such a Receivable; provided, however, that the Servicer may not grant more than one extension per calendar year with respect to a Receivable or grant an extension with respect to a Receivable for more than one calendar month or grant more than three extensions in the aggregate with respect to a Receivable without the prior written consent of the [Credit Enhancer] and provided, further, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second penultimate Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for Distribution Date, it shall promptly purchase the Class C Notes occurs, in each case Receivable from the Trust in accordance with the terms of Section 4.07(b3.7 hereof (and for purposes thereof, the Receivable shall be deemed to be materially and adversely affected by such breach). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless If the Servicer is making deposits not CPS, the Servicer may not make any extension on a monthly basis as permitted under Section 5.02Receivable without the prior written consent of the [Credit Enhancer]. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Notwithstanding anything to the contrary contained herein, the Servicer shall not agree (i) to any alteration of the interest rate or the originally scheduled payments on any ReceivableReceivable or of the amount of any Scheduled Payment on Receivables, other than and (ii) shall not agree to any modification that would result in a "deemed exchange" of a receivable under Section 1001 of the Internal Revenue Code of 1986, as provided herein amended, or would constitute reinvestment adversely affecting the status of the Trust as required by lawnot an association taxable as a corporation for Federal income tax purposes.

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others; provided, however, that the Servicer shall notify each Obligor prior to the Closing Date, in the case of the Initial Receivables, and prior to the related Subsequent Transfer Date, in the case of the Subsequent Receivables, to make all payments with respect to the Receivables to the Lock-Box and shall make reasonable efforts to cause Obligors to make all such payments to such Lock-Box. The Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Lock-Box. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others and in accordance with the terms of this Agreement. The Servicer Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable, Receivable in accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself which shall not, for the purposes of this Agreement, not modify the day original due date of the month Scheduled Receivable Payments on which payment is due any Receivable other than (except a) in accordance with the Payment Deferment and Due Date Change Policies, (b) in connection with a limited number of accommodations for Obligors of occasional requests in accordance Deficient Liquidated Receivable, (c) with the Servicer’s customary servicing proceduresprior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d) or change as otherwise required by applicable law. Notwithstanding anything contained herein to the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurscontrary, the Servicer may, at its option, repurchase up to 25 Receivables and shall purchase remit the Purchase Amount, in the manner specified in Section 5.5 hereof and any such repurchased Receivable as of the earlier of (aan "Optional Repurchase Receivable") the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b)shall not be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer shall not retain modify the Payment Deferment and Due Date Change Policies without the prior written consent of the Note Insurer. The Servicer shall notify Xxxxx'x of any fees in connection with any extension of a Receivable but shall instead deposit such fees into modification to the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless Payment Deferment and Due Date Change Policies. If the Servicer is making deposits not LBAC, the Servicer may not make any extension on a monthly basis as permitted under Section 5.02Receivable without the prior written consent of the Note Insurer. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a ReceivableReceivable if it would forgo collection of such amount in accordance with its customary procedures. The Notwithstanding anything to the contrary contained herein, the Servicer (i) shall not agree to any alteration of the interest rate on any Receivable or of the originally scheduled payments amount of any Scheduled Receivable Payment on any Receivable, except (a) as otherwise required by applicable law, (b) with respect to a Deficient Liquidated Receivable and (c) with the prior written consent of the Note Insurer, with respect to any other Liquidated Receivable, and (ii) shall not agree to any modification that would result in a material adverse effect on a Receivable (other than as provided herein a Deficient Liquidated Receivable and, with the prior written consent of the Note Insurer, any other Liquidated Receivable) or as required the interest therein of the Issuer, the Noteholders, the Class C Certificateholders or the Note Insurer other than a modification in accordance with the Payment Deferment and Due Date Change Policies. On each Business Day, the Servicer shall prepare and transmit to the Trust Collateral Agent and the Back-up Servicer in a form acceptable to the Trust Collateral Agent and the Back-up Servicer, a record setting forth the aggregate amount of collections on the Receivables processed by lawthe Servicer on the second preceding Business Day.

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others; provided, however, that the Servicer shall notify each Obligor prior to the Closing Date, in the case of the Initial Receivables, and prior to the related Subsequent Transfer Date, in the case of the Subsequent Receivables, to make all payments with respect to the Receivables to the Lock-Box and shall make reasonable efforts to cause Obligors to make all such payments to such Lock-Box. The Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Lock-Box. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others and in accordance with the terms of this Agreement. The Servicer Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable, Receivable in accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself which shall not, for the purposes of this Agreement, not modify the day original due date of the month Scheduled Receivable Payments on which payment is due any Receivable other than (except a) in accordance with the Payment Deferment and Due Date Change Policies, (b) in connection with a limited number of accommodations for Obligors of occasional requests in accordance Deficient Liquidated Receivable, (c) with the Servicer’s customary servicing proceduresprior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d) or change as otherwise required by applicable law. Notwithstanding anything contained herein to the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurscontrary, the Servicer may, at its option, repurchase up to 25 Receivables and shall purchase remit the Purchase Amount, in the manner specified in Section 5.5 hereof and any such repurchased Receivable as of the earlier of (aan "Optional Repurchase Receivable") the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b)shall not be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer shall not retain modify the Payment Deferment and Due Date Change Policies without the prior written consent of the Note Insurer. The Servicer shall notify Moody's of any fees in connection with any extension of a Receivable but shall instead deposit such fees into modification to the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless Payment Deferment and Due Dxxx Xxxnge Policies. If the Servicer is making deposits not LBAC, the Servicer may not make any extension on a monthly basis as permitted under Section 5.02Receivable without the prior written consent of the Note Insurer. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a ReceivableReceivable if it would forgo collection of such amount in accordance with its customary procedures. The Notwithstanding anything to the contrary contained herein, the Servicer (i) shall not agree to any alteration of the interest rate on any Receivable or of the originally scheduled payments amount of any Scheduled Receivable Payment on any Receivable, except (a) as otherwise required by applicable law, (b) with respect to a Deficient Liquidated Receivable and (c) with the prior written consent of the Note Insurer, with respect to any other Liquidated Receivable, and (ii) shall not agree to any modification that would result in a material adverse effect on a Receivable (other than as provided herein a Deficient Liquidated Receivable and, with the prior written consent of the Note Insurer, any other Liquidated Receivable) or as required the interest therein of the Issuer, the Noteholders, the Demand Note Provider or the Note Insurer other than a modification in accordance with the Payment Deferment and Due Date Change Policies. On each Business Day, the Servicer shall prepare and transmit to the Trust Collateral Agent and the Back-up Servicer in a form acceptable to the Trust Collateral Agent and the Back-up Servicer, a record setting forth the aggregate amount of collections on the Receivables processed by lawthe Servicer on the second preceding Business Day.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing proceduresprocedures it follows with respect to all comparable automotive receivables that it services for itself or others. (a) The Servicer may not grant extensions or change modify the method under original due dates of a Receivable; provided, however, that the Servicer may (i) modify the original due date of a Receivable by authorizing an Obligor to skip up to two scheduled principal and interest payments in any rolling 12-month period and extend the final maturity date with respect to any such Receivable by a term equal to one month for each payment skipped, (ii) modify the original due date and terms of a Receivable by re-amortizing the Receivable and extending the final maturity date once during the term of a Receivable, and (iii) grant extensions or modify the original due dates of a Receivable with respect to a Receivable for which a court of appropriate jurisdiction in a bankruptcy or insolvency proceeding shall have issued an order reducing the amount owed on such Receivable or otherwise modifying or restructuring the scheduled payments of interest are computed or other terms on such Receivable; provided, however, that if the Servicer extends may not extend the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Class B Note Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02Distribution Date. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not voluntarily agree to any alteration reduction of (i) the original interest rate rate, (ii) the amount of any Scheduled Payment on an Actuarial Receivable or the originally original regular scheduled payments payment on a Simple Interest Receivable, or (iii) the Principal Balance of any Receivable, other than as provided herein or as required by law.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable or a Deferred Balloon Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may, at any time on or before 90 days after that first Scheduled Payment is due, modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond [ ] and that such extensions, in the month immediately aggregate, do not exceed two months for each 12 months of the original term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurssentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within 10 days of receipt of such request). (e) If the Obligor under any Balloon Payment Receivable or Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Balloon Payment Receivable or Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within 10 days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, extensions rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C [ ] Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C [ ] Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.4.07

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Sub-Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests others and in accordance with the Servicerapplicable provisions of the Credit and Collection Policy. To the extent not already so notified, the Sub-Servicer shall notify each Obligor and each other Person other than Obligors who make payments relating to Receivables to make (A) when paying in person, all payments with respect to the Receivables at any location of the Sub-Servicer or any Affiliate of the Sub-Servicer which has duly acknowledged the Purchaser’s customary servicing proceduresinterest in the Receivables and (B) or change when paying by mail, all payments with respect to the method under which scheduled payments Receivables to one of interest are computed on such Receivablethe Post-Office Boxes; provided, however, that if that, unless the Purchaser directs otherwise, the Sub-Servicer, to the extent legally required, shall notify an Obligor that, when paying in person, payments with respect to the Receivables may be made at any Third Party Xxxx Payment Service (which is not in default under a contract regarding any of the Receivables and which has not been terminated upon the direction of the Purchaser or otherwise). When the Sub-Servicer extends or any Affiliate of the date for final payment by Sub-Servicer receives any payments (including payments mailed to one of the Obligor of any Receivable beyond Post-Office Boxes or payments received from a Third Party Xxxx Payment Service), the month immediately preceding the month Sub-Servicer or Affiliate, as applicable, shall hold such payments in which the Final Scheduled Payment Date trust for the Class C Notes occursbenefit of the Purchaser, segregated from the assets of the Sub-Servicer or Affiliate, as applicable, and shall, as soon as possible but no later than one (1) Business Day following receipt/identification deposit such payments in the Depository Accounts. Notwithstanding anything herein to the contrary, the Sub-Servicer shall purchase any such Receivable as of remain primarily responsible for all collections received with respect to the earlier of (a) Receivables. The Sub-Servicer shall allocate collections between principal and interest in accordance with the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) customary servicing procedures it follows with respect to all comparable automotive receivables that it services for others and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b)this Agreement. The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into Except as provided below, the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless Sub-Servicer, for so long as the Sub-Servicer is making deposits the Sub-Servicer, may, in accordance with the Credit and Collection Policy, grant extensions on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.

Collection and Allocation of Receivable Payments. The (a) Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and shall follow such collection procedures as it follows otherwise act with respect to all comparable automotive receivables that it services for itself or othersthe Receivables, the Physical Damage Insurance Policies, the Dealer Agreements and related property in such manner as will, in the reasonable judgment of Servicer, maximize the amount to be received by the Trust with respect thereto, in accordance with the standard of care required by Section 3.1. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may be entitled to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, or amend or modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests any Receivable in accordance with its customary procedures if Servicer believes in good faith that such amendment or modification is not adverse to the Servicer’s customary servicing proceduresthe Trust; provided that Servicer may not, unless ordered by a court of competent jurisdiction or otherwise required by applicable law, (i) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any extend a Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following preceding the date Final Scheduled Distribution Date or (ii) reduce the Principal Balance or Contract Rate of such extension (orany Receivable. If Servicer fails to comply with the provisions of the preceding sentence, at Servicer shall be required to purchase the Servicer’s electionReceivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7 as of the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month Period in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. Servicer may, in each case its discretion (in accordance with the terms of Section 4.07(bits customary standards, policies and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any prepayment charge, late payment charge charge, extension fee or any other fees fee that may be collected in the ordinary course of servicing a Receivable. The . (a) If in the course of collecting payments under the Receivables, Servicer determines to set off any obligation of Servicer to an Obligor against an amount payable by the Obligor with respect to such Receivable, Servicer shall not agree deposit the amount so set off in the Collection Account, no later than the close of business on the Transfer Date for the Collection Period in which the set-off occurs. All references herein to any alteration of the interest rate payments or the originally scheduled payments on any Receivable, other than as provided herein or as required Liquidation Proceeds collected by lawServicer shall include amounts set-off by Servicer.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable or a Deferred Balloon Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may, at any time on or before 90 days after that first Scheduled Payment is due, modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond October 2009 and that such extensions, in the month immediately aggregate, do not exceed two months for each 12 months of the original term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurssentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within 10 days of receipt of such request). (e) If the Obligor under any Balloon Payment Receivable or Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Balloon Payment Receivable or Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within 10 days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable or a Deferred Balloon Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may, at any time on or before 90 days after that first Scheduled Payment is due, modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond [ ] and that such extensions, in the month immediately aggregate, do not exceed two months for each 12 months of the original term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurssentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). (e) If the Obligor under any Balloon Payment Receivable or Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Balloon Payment Receivable or Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, extensions rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C [__] Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C [__] Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.4.07

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others; PROVIDED, HOWEVER, that the Servicer shall notify each Obligor prior to the Closing Date in the case of the Initial Receivables, and prior to the related Subsequent Transfer Date, in the case of the Subsequent Receivables, to make all payments with respect to the Receivables to the Lock-Box and shall make reasonable efforts to cause Obligors to make all such payments to such Lock-Box. The Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Lock-Box. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others and in accordance with the terms of this Agreement. The Servicer Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) or change procedures it follows with respect to all comparable automotive receivables that it services for itself, which shall not modify the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as original due dates of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case Payments on Receivables other than in accordance with the terms of Section 4.07(b)Payment Deferment and Due Date Change Policies. The Servicer shall not retain any fees in connection with any extension modify the Payment Deferment and Due Date Change Policies without the prior written consent of the Certificate Insurer and delivering to the Trustee and the Certificate Insurer an Opinion of Counsel to the effect that such modification will not adversely affect the status of the Trust as a Receivable but grantor trust for Federal income tax purposes PROVIDED, HOWEVER, that no Opinion of Counsel shall instead deposit be required for modification of the Payment Deferment and Due Date Change Policies if either (i) such fees into modification is necessary to permit the Collection Account within two Business Days work out of receipt defaulted Receivables or (including receipt of proper instructions regarding where to allocate such paymentii) unless the Servicer reasonably believes that such modification is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in necessary to permit extensions designed to prevent the ordinary course default of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.44

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may, at any time on or before 90 days after that first Scheduled Payment is due, modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond [ ] and that such extensions, in the month immediately aggregate, do not exceed two (2) months for each twelve (12) months of the original term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurssentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). (e) If the Obligor under any Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others; PROVIDED, HOWEVER, that the Servicer shall notify each Obligor prior to the Closing Date in the case of the Initial Receivables, and prior to the related Subsequent Transfer Date, in the case of the Subsequent Receivables, to make all payments with respect to the Receivables to the Lock-Box and shall make reasonable efforts to cause Obligors to make all such payments to such Lock-Box. The Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Lock-Box. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others and in accordance with the terms of this Agreement. The Servicer Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) or change procedures it follows with respect to all comparable automotive receivables that it services for itself, which shall not modify the method under which scheduled payments original due date of interest are computed the Scheduled Payments on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of other than (ai) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms Payment Deferment and Due Date Change Policies, (ii) with respect to a Deficient Liquidated Receivable and (iii) with the prior written consent of Section 4.07(b)the Certificate Insurer, with respect to any other Liquidated Receivable. The Servicer shall not retain modify the Payment Deferment and Due Date Change Policies without the prior written consent of the Certificate Insurer and delivering to the Trustee and the Certificate Insurer an Opinion of Counsel to the effect that such modification will not adversely affect the status of the Trust as a grantor trust for Federal 42 income tax purposes PROVIDED, HOWEVER, that no Opinion of Counsel shall be required for modification of the Payment Deferment and Due Date Change Policies if either (i) such modification is necessary to permit the work out of defaulted Receivables or (ii) the Servicer reasonably believes that such modification is necessary to permit extensions designed to prevent the default of Receivables. The Servicer shall notify Xxxxx'x of any fees in connection with any extension of a Receivable but shall instead deposit such fees into modification to the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless Payment Deferment and Due Date Change Policies. If the Servicer is making deposits not LBAC, the Servicer may not make any extension on a monthly basis as permitted under Section 5.02Receivable without the prior written consent of the Certificate Insurer. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a ReceivableReceivable if it would forgo collection of such amount in accordance with its customary procedures. The Notwithstanding anything to the contrary contained herein, the Servicer (i) shall not agree to any alteration of the interest rate on any Receivable or of the originally scheduled payments amount of any Scheduled Payment on any Receivable, except (a) as otherwise required by applicable law, (b) with respect to a Deficient Liquidated Receivable and (c) with the prior written consent of the Certificate Insurer, with respect to any other Liquidated Receivable, and (ii) shall not agree to any modification that would result in a material adverse effect on a Receivable (other than a Deficient Liquidated Receivable and, with the prior written consent of the Certificate Insurer, any other Liquidated Receivable) or the interest therein of the Trust, the Certificateholders or the Certificate Insurer other than a modification in accordance with the Payment Deferment and Due Date Change Policies or would constitute reinvestment adversely affecting the status of the Trust as provided herein or as required a grantor trust for Federal income tax purposes including, without limitation, any modification that would result in a "deemed exchange" of a Receivable under Section 1001 of the Code on account of such modification being made at a time when the obligations of the Obligor under the Receivable neither are in default nor, in the reasonable good faith judgment of the Servicer, probably will be in default in the reasonably foreseeable future. On each Business Day, the Servicer shall prepare and transmit to the Trustee and the Back-up Servicer in a form acceptable to the Trustee and the Back-up Servicer, a record setting forth the aggregate amount of collections on the Receivables processed by lawthe Servicer on the second preceding Business Day.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of non-prime retail motor vehicle installment sales contracts. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03. accordance with its customary servicing procedures. (b) The Servicer may not grant extensions, rebates deferments or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day original due dates of a Receivable (other than a Liquidated Receivable); provided, however, that the Servicer may (i) grant one deferral with respect to a Receivable of one month for each year of the month on which payment is due (except in connection term of the Contract with a limited number maximum of accommodations for Obligors five deferrals over the life of occasional requests the Contract, provided that such deferrals need not be granted in accordance with each year but may aggregated over the Servicer’s customary servicing procedureslife of the Contract, (ii) or change the method under original due date once during the term of a Receivable to a new due date within 20 days of the original scheduled due date of such Receivable and (iii) grant deferments or modify the original due dates of a Receivable with respect to a Receivable for which a court of appropriate jurisdiction in a bankruptcy or insolvency proceeding shall have issued an order reducing the amount owed on such Receivable or otherwise modifying or restructuring the scheduled payments of interest are computed or other terms on such Receivable; provided, however, that if the Servicer extends may not defer the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Monthly Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02Maturity Date. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not other than pursuant to a court order agree to any alteration reduction of (i) the interest rate original APR, (ii) the amount of any Scheduled Payment on a Precomputed Receivable or the originally scheduled payments original regular Scheduled Payment on a Simple Interest Receivable, or (iii) the Principal Balance of any Receivable, other than as provided herein or as required by law.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C [ ] Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C [ ] Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.4.07

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer may shall be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) standards of the Servicer without the prior consent of the Owner Trustee, Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the Servicer extends the date for final payment by the Obligor if, as a result of any change in the related APR, increase in the total number of Scheduled Payments, extension of payments such that the Receivable beyond the month immediately preceding the month in which will be outstanding later than the Final Scheduled Maturity Date, or other modification of the terms of a Receivable, the amount of any Scheduled Payment Date for due in a subsequent Collection Period is reduced, the Class C Notes occursServicer shall be obligated to either repurchase such Receivable pursuant to Section 4.08 or to make an Advance in respect of such Receivable in each subsequent Collection period equal to the amount by which such Scheduled Payment has been reduced. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitute a cancellation of such Receivable and the creation of a new automobile or light duty truck receivable, the Servicer shall purchase any such Receivable as of pursuant to Section 4.08, and the earlier of (a) receivable created shall not be included in the last day of the second Collection Period following the date of such extension (orIssuer. The Servicer may, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by lawReceivables.

Collection and Allocation of Receivable Payments. (a) The ------------------------------------------------ Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, procedures it follows with respect to all comparable automotive receivables that if the Servicer extends the date it services for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) itself and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02others. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. . (b) The Servicer shall not agree to any alteration of the interest rate APR on any Receivable or of the amount of the Scheduled Payments on a Precomputed Receivable or the originally scheduled payments on Simple Interest Receivables. The Servicer shall not grant rebates or adjustments on a Receivable that modify the original due dates or amounts of the Scheduled Payments on a Precomputed Receivable or the original due dates or amounts of the originally Scheduled Payments on a Precomputed Receivable or the originally due dates or amounts of the originally scheduled payments on a Simple Interest Receivable; provided, however, that the Servicer may grant one extension of one month in any Receivablesix month period, other than as provided herein that (1) either such extensions granted to an Obligor over the term of a Receivable do not extend the date for final payment by such Obligor thereunder beyond the Final Scheduled Maturity Date or as required (2) if such extensions do result in a final scheduled payment date under a Receivable that occurs after the Final Scheduled Maturity Date, the Servicer shall [pay to the Trust the additional interest payable by lawthe related Obligor with respect to such extensions] [repurchase any Receivable so affected or advance any such deferred payments to the Trust on the Final Scheduled Distribution Date if and to the extent any shortfalls in the Class A Distributable Amount or Class B Distributable Amount occur on such date].

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others; provided, however, that the Servicer shall notify each Obligor prior to the Closing Date in the case of the [Initial] Receivables, [and prior to the related Subsequent Transfer Date, in the case of the Subsequent Receivables,] to make all payments with respect to the Receivables to the Lock-Box and shall make reasonable efforts to cause Obligors to make all such payments to such Lock-Box. The Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Lock-Box. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others and in accordance with the terms of this Agreement. The Servicer Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing proceduresprocedures it follows with respect to all comparable automotive receivables that it services for itself, which shall not modify the original due date of the Scheduled Payments on any Receivable other than (i) or change in accordance with the method under which scheduled payments Payment Deferment and Due Date Change Policies, (ii) with respect to a Deficient Liquidated Receivable and (iii) with the prior written consent of interest are computed on the Certificate Insurer, with respect to any other Liquidated Receivable. The Servicer shall not modify the Payment Deferment and Due Date Change Policies without the prior written consent of the Certificate Insurer and delivering to the Trustee [and the Certificate Insurer] an Opinion of Counsel to the effect that such Receivable; modification will not adversely affect the status of the Trust as a grantor trust for Federal income tax purposes provided, however, that no Opinion of Counsel shall be required for modification of the Payment Deferment and Due Date Change Policies if either (i) such modification is necessary to permit the work out of defaulted Receivables or (ii) the Servicer extends reasonably believes that such modification is necessary to permit extensions designed to prevent the date for final payment by the Obligor default of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b)Receivables. The Servicer shall not retain notify Xxxxx'x of any fees in connection with any extension of a Receivable but shall instead deposit such fees into modification to the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless Payment Deferment and Due Date Change Policies. If the Servicer is making deposits not LBAC, the Servicer may not make any extension on a monthly basis as permitted under Section 5.02Receivable without the prior written consent of the Certificate Insurer. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a ReceivableReceivable if it would forgo collection of such amount in accordance with its customary procedures. The Notwithstanding anything to the contrary contained herein, the Servicer (i) shall not agree to any alteration of the interest rate on any Receivable or of the originally scheduled payments amount of any Scheduled Payment on any Receivable, except (a) as otherwise required by applicable law, (b) with respect to a Deficient Liquidated Receivable and (c) with the prior written consent of the Certificate Insurer, with respect to any other Liquidated Receivable, and (ii) shall not agree to any modification that would result in a material adverse effect on a Receivable (other than a Deficient Liquidated Receivable [and, with the prior written consent of the Certificate Insurer, any other Liquidated Receivable]) or the interest therein of the Trust, the Certificateholders [or the Certificate Insurer] other than a modification in accordance with the Payment Deferment and Due Date Change Policies or would constitute reinvestment adversely affecting the status of the Trust as provided herein or as required a grantor trust for Federal income tax purposes including, without limitation, any modification that would result in a "deemed exchange" of a Receivable under Section 1001 of the Code on account of such modification being made at a time when the obligations of the Obligor under the Receivable neither are in default nor, in the reasonable good faith judgment of the Servicer, probably will be in default in the reasonably foreseeable future. On each Business Day, the Servicer shall prepare and transmit to the Trustee and the Back-up Servicer in a form acceptable to the Trustee and the Back-up Servicer, a record setting forth the aggregate amount of collections on the Receivables processed by lawthe Servicer on the second preceding Business Day.

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others; provided, however, that the Servicer shall notify each Obligor prior to the Closing Date, in the case of the Initial Receivables, and prior to the related Subsequent Transfer Date, in the case of the Subsequent Receivables, to make all payments with respect to the Receivables to the Lock-Box and shall make reasonable efforts to cause Obligors to make all such payments to such Lock-Box. The Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Lock-Box. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others and in accordance with the terms of this Agreement. The Servicer Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable, Receivable in accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself which shall not, for the purposes of this Agreement, not modify the day original due date of the month Scheduled Receivable Payments on which payment is due any Receivable other than (except a) in accordance with the Payment Deferment and Due Date Change Policies, (b) in connection with a limited number of accommodations for Obligors of occasional requests in accordance Deficient Liquidated Receivable, (c) with the Servicer’s customary servicing proceduresprior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d) or change as otherwise required by applicable law. Notwithstanding anything contained herein to the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurscontrary, the Servicer may, at its option, repurchase up to 25 Receivables and shall purchase remit the Purchase Amount, in the manner specified in Section 5.5 hereof and any such repurchased Receivable as of the earlier of (aan "Optional Repurchase Receivable") the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of be deemed to be a Defaulted Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on or a monthly basis as permitted under Section 5.02. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Liquidated Receivable. The Servicer shall not agree to any alteration modify the Payment Deferment and Due Date Change Policies without the prior written consent of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by law.the

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable or a Deferred Balloon Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may, at any time on or before 90 days after that first Scheduled Payment is due, modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond July 2009 and that such extensions, in the month immediately aggregate, do not exceed two months for each 12 months of the original term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurssentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within 10 days of receipt of such request). (e) If the Obligor under any Balloon Payment Receivable or Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Balloon Payment Receivable or Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within 10 days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others; provided, however, that the Servicer shall notify each Obligor prior to the Closing Date, in the case of the Initial Receivables, and prior to the related Subsequent Transfer Date, in the case of the Subsequent Receivables, to make all payments with respect to the Receivables to the Lock-Box and shall make reasonable efforts to cause Obligors to make all such payments to such Lock-Box. The Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Lock-Box. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others and in accordance with the terms of this Agreement. The Servicer Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable, Receivable in accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself which shall not, for the purposes of this Agreement, not modify the day original due date of the month Scheduled Receivable Payments on which payment is due any Receivable other than (except a) in accordance with the Payment Deferment and Due Date Change Policies, (b) in connection with a limited number of accommodations for Obligors of occasional requests in accordance Deficient Liquidated Receivable, (c) with the Servicer’s customary servicing proceduresprior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d) or change as otherwise required by applicable law. Notwithstanding anything contained herein to the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurscontrary, the Servicer may, at its option, repurchase up to 25 Receivables and shall purchase remit the Purchase Amount, in the manner specified in Section 5.5 hereof and any such repurchased Receivable as of the earlier of (aan "Optional Repurchase Receivable") the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of be deemed to be a Defaulted Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on or a monthly basis as permitted under Section 5.02. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Liquidated Receivable. The Servicer shall not agree to any alteration modify the Payment Deferment and Due Date Change Policies without the prior written consent of the interest rate or Note Insurer. The Servicer shall notify Xxxxx'x of any modification to the originally scheduled payments on any Receivable, other than as provided herein or as required by law.Payment Deferment

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing proceduresprocedures it follows with respect to all comparable automotive receivables that it services for itself or others. (b) The Servicer may not grant extensions or modify the original due dates of a Receivable; provided, however, that the Servicer may (i) (x) after six payments have been made, grant a one month extension with respect to a Receivable, (y) after each additional twelve payments have been made, grant a one month extension with respect to a Receivable and (z) change the method under original due date once during the term of a Receivable to a new due date within 20 days of the original scheduled due date of such Receivable and (ii) grant extensions or modify the original due dates of a Receivable with respect to a Receivable for which scheduled a court of appropriate jurisdiction in a bankruptcy or insolvency proceeding shall have issued an order reducing the amount owed on such Receivable or otherwise modifying or restructuring the schedule payments of interest are computed or other terms on such Receivable; provided, however, that if the Servicer extends may not extend the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02Distribution Date. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not voluntarily agree to any alteration reduction of (i) the original interest rate, (ii) the amount of the interest rate original regular scheduled payment, or (iii) the originally scheduled payments on Principal Balance of any Receivable, other than as provided herein or as required by law.

Collection and Allocation of Receivable Payments. The Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others; provided, however, that the Servicer shall notify each Obligor prior to the Closing Date, in the case of the Initial Receivables, and prior to the related Subsequent Transfer Date, in the case of the Subsequent Receivables, to make all payments with respect to the Receivables to the Lock-Box and shall make reasonable efforts to cause Obligors to make all such payments to such Lock-Box. The Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Lock-Box. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself or others and in accordance with the terms of this Agreement. The Servicer Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable, Receivable in accordance with the customary servicing procedures it follows with respect to all comparable automotive receivables that it services for itself which shall not, for the purposes of this Agreement, not modify the day original due date of the month Scheduled Receivable Payments on which payment is due any Receivable other than (except a) in accordance with the Payment Deferment and Due Date Change Policies, (b) in connection with a limited number of accommodations for Obligors of occasional requests in accordance Deficient Liquidated Receivable, (c) with the Servicer’s customary servicing proceduresprior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d) or change as otherwise required by applicable law. Notwithstanding anything contained herein to the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurscontrary, the Servicer may, at its option, repurchase up to 25 Receivables and shall purchase remit the Purchase Amount, in the manner specified in Section 5.5 hereof and any such repurchased Receivable as of the earlier of (aan "Optional Repurchase Receivable") the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b)shall not be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer shall not retain modify the Payment Deferment and Due Date Change Policies without the prior written consent of the Note Insurer. The Servicer shall notify Xxxxx'x of any fees in connection with any extension of a Receivable but shall instead deposit such fees into modification to the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless Payment Deferment and Due Date Change Policies. If the Servicer is making deposits not LBAC, the Servicer may not make any extension on a monthly basis as permitted under Section 5.02Receivable without the prior written consent of the Note Insurer. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a ReceivableReceivable if it would forgo collection of such amount in accordance with its customary procedures. The Notwithstanding anything to the contrary contained herein, the Servicer (i) shall not agree to any alteration of the interest rate on any Receivable or of the originally scheduled payments amount of any Scheduled Receivable Payment on any Receivable, except (a) as otherwise required by applicable law, (b) with respect to a Deficient Liquidated Receivable and (c) with the prior written consent of the Note Insurer, with respect to any other Liquidated Receivable, and (ii) shall not agree to any modification that would result in a material adverse effect on a Receivable (other than as provided herein a Deficient Liquidated Receivable and, with the prior written consent of the Note Insurer, any other Liquidated Receivable) or as required the interest therein of the Issuer, the Noteholders, the Demand Note Provider or the Note Insurer other than a modification in accordance with the Payment Deferment and Due Date Change Policies. On each Business Day, the Servicer shall prepare and transmit to the Trust Collateral Agent and the Back-up Servicer in a form acceptable to the Trust Collateral Agent and the Back-up Servicer, a record setting forth the aggregate amount of collections on the Receivables processed by lawthe Servicer on the second preceding Business Day.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) Customary Servicing Practices of the Servicer without the prior consent of the Issuer, the Owner Trustee, the Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the Servicer extends the date for final payment by the Obligor amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of (x) any change in the related APR or the Amount Financed, (y) any increase in the total number of Scheduled Payments or (z) any extension of payments such that the Receivable beyond will be outstanding later than the month immediately last day of the Collection Period preceding the month in which the Class B Final Scheduled Payment Date for Date, then the Class C Notes occursServicer shall be obligated (except to the extent any such extension, rebate or adjustment constitutes a Permitted Modification) to repurchase such Receivable pursuant to Section 4.08; provided further, that the Servicer shall have no such obligation to repurchase a Receivable as a result of any such extension of payments under clause (z) above if it is required to grant such extension under law or pursuant to a court order. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitutes a cancellation of such Receivable and the creation of a new [car, crossover utility vehicles, light-duty truck or sport utility vehicle] receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08 (except to the extent any such rescheduling, extension or modification constitutes a Permitted Modification), and the receivable created shall not be included as an asset of the Issuer. Notwithstanding the foregoing, (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable shall have occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new or used [car, crossover utility vehicles, light-duty truck or sport utility vehicle] receivables that it services for itself, but only if the final scheduled payment date of such Receivable as of the earlier of (a) extended would not be later than the last day of the second Collection Period following preceding the date Class B Final Scheduled Payment Date; or (B) reduce the outstanding principal amount of such extension the Receivable in the event of a prepayment resulting from refunds of Insurance Policy premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law; (or, 2) if at the Servicer’s electionend of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the first following Collection Period) and (b) the last day of the month immediately Period preceding the month in which the Class B Final Scheduled Payment Date for Date; and (3) the Class C Notes occursServicer may, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion Customary Servicing Practices, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables. Each such action that the Servicer is permitted to take in accordance with the terms of the immediately preceding sentence shall constitute a Receivable. The “Permitted Modification.” In addition, in accordance with its Customary Servicing Practices, the Servicer shall not agree modify the terms of any Receivable impacted by the Relief Act and the Servicer shall be obligated to purchase any alteration such modified Receivable in accordance with the terms of the interest rate or the originally scheduled payments on any Receivable, other than as provided herein or as required by lawSection 4.08.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable or a Deferred Balloon Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may, at any time on or before 90 days after that first Scheduled Payment is due, modify the terms of the Receivable including by reducing the amount of each Scheduled Payment; provided, that the Servicer may not change (x) the APR of such Receivable, and (y) the date on which the final Scheduled Payment under the Receivable is due from the date set forth in the related Contract as the date on which such final Scheduled Payment shall be due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond October 31, 2008 and that such extensions, in the month immediately aggregate, do not exceed two (2) months for each twelve (12) months of the original term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurssentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). (e) If the Obligor under any Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows is consistent with respect to all comparable automotive receivables that it services for itself or othersthe Servicing Standard. The Servicer shall allocate collections as set forth between principal and interest in Section 5.03. accordance with its customary servicing procedures. (b) The Servicer may grant extensionsat any time agree to a modification, rebates amendment or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments of interest are computed on such Receivable; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, the Servicer shall purchase any such Receivable as of the earlier of (a) the last day of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes occurs, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into in order to (i) change the Obligor's regular due date to a date within the Collection Account within two Business Days Period in which such due date occurs, (ii) reamortize the scheduled payments on the Receivable following a partial prepayment of receipt principal and (including receipt iii) grant extensions of proper instructions regarding where to allocate such payment) unless a Receivable, provided that the Servicer is making deposits shall not be permitted to extend the monthly payments on a monthly basis as permitted under Section 5.02Receivable more than two times in any twelve-month period, and provided further that the aggregate period of all extensions on a Receivable shall not exceed six months. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. . (c) The Servicer may grant payment extensions or deferrals on, or other modifications or amendments to, a Receivable (in addition to those modifications permitted by Section 4.2(b)) in accordance with its customary procedures if the Servicer believes in good faith that such extension, deferral, modification or amendment is necessary to avoid a default on such Receivable, will maximize the amount to be received by the Trust with respect to such Receivable, and is otherwise in the best interests of the Trust; provided, however, that: (ii) So long as an Insurer Default shall not have occurred and be continuing, the Servicer shall not agree to any alteration amend or modify a Receivable (except as provided in Section 4.2(b)) without the consent of the interest rate Insurer; (iii) So long as an Insurer Default shall not have occurred and be continuing, the Aggregate Principal Balance of Receivables which have been extended during any Collection Period (A) shall not exceed 1.0% of the Aggregate Principal Balance of Receivables during such Collection Period (computed as of the Accounting Date immediately prior to the first date of the related Collection Period) and (B) shall not exceed 1.0% of the average of the Aggregate Principal Balance of Receivables for such Collection Period and the three prior Collection Periods (computed as of the Determination Date immediately prior to the first day of the related Collection Period); (iv) So long as an Insurer Default shall not have occurred and be continuing, the Aggregate Principal Balance of Receivables for which payment deferrals have been granted during any Collection Period (A) shall not exceed 1.0% of the Aggregate Principal Balance of Receivables during such Collection Period (computed as of the Accounting Date immediately prior to the first day of the related Collection Period) and (B) shall not exceed 1.0% of the average of the Aggregate Principal Balance of Receivables for such Collection Period and the three prior Collection Periods (computed as of the Determination Date immediately prior to the first day of the related Collection Period); (v) No such extension, modification or amendment shall be granted if such action, when aggregated with all previous extensions, modifications and amendments of Receivables, would have the originally scheduled payments on effect of causing any ReceivableNotes to be deemed to have been exchanged for other Notes within the meaning of Section 1001 of the Internal Revenue Code of 1986, as amended, or any proposed, temporary or final Treasury Regulations issued thereunder; and (vi) If an Insurer Default shall have occurred and be continuing, the Servicer may not extend or modify any Receivable (other than as provided herein or as required permitted by lawSection 4.2(b)). (d) Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable by accepting a new promissory note from the related Obligor and depositing the full outstanding Principal Balance of such Receivable into the Collection Account. The receivable created by the refinancing shall not be property of the Issuer.

Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to all comparable automotive receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may be authorized to grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests Receivable in accordance with the Servicer’s customary servicing procedures) procedures of the Servicer without the prior consent of the Owner Trustee, Indenture Trustee or change the method under which scheduled payments of interest are computed on such Receivableany Securityholder; provided, however, that if the Servicer extends the date for final payment by the Obligor amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of (x) any change in the related APR or the Amount Financed, (y) any increase in the total number of Scheduled Payments or (z) any extension of payments such that the Receivable beyond will be outstanding later than the month immediately preceding the month in which the Class A-4 Final Scheduled Payment Date for Date, then the Class C Notes occursServicer shall be obligated (except to the extent any such extension, rebate or adjustment consitutes a Permitted Modification) to repurchase such Receivable pursuant to Section 4.08. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitutes a cancellation of such Receivable and the creation of a new passenger car, minivan, light-duty truck or sport utility vehicle receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08 (except to the extent any such rescheduling, extension or modification constitutes a Permitted Modification), and the receivable created shall not be included as an asset of the Issuer. Notwithstanding the foregoing, (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable shall have occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new or used passenger car, minivan, light-duty truck or sport utility vehicle receivables that it services for itself, but only if (i) the final scheduled payment date of such Receivable as of the earlier of (a) extended would not be later than the last day of the second Collection Period following preceding the date Class A-4 Final Scheduled Payment Date, and (ii) the rescheduling or extension would not modify the terms of such extension Receivable in a manner that would constitute a cancellation of such Receivable and the creation of a new receivable for federal income tax purposes; or (or, B) reduce the outstanding principal amount of the Receivable in the event of a prepayment resulting from refunds of Insurance Policy premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law; (2) if at the Servicer’s electionend of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the first following Collection Period) and (b) the last day of the month immediately Period preceding the month in which the Class A-4 Final Scheduled Payment Date for Date; and (3) the Class C Notes occursServicer may, in each case in accordance with the terms of Section 4.07(b). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables. Each such action that the Servicer is permitted to take in accordance with the terms of the immediately preceding sentence shall constitute a “Permitted Modification.” In addition, in accordance with its current servicing practices, the Servicer shall pay off the remaining unpaid principal balance of any Receivable impacted by the Servicemembers Civil Relief Act of 2003, as amended (the “Relief Act”), by depositing an amount equal to such unpaid principal balance and any accrued interest thereon into the Collection Account and shall enter into a new loan agreement with the related Obligor, which reflects payment terms permissible under the Relief Act. Such new loan agreement shall not constitute a Receivable. The Servicer shall not agree to any alteration , an asset of the interest rate Issuer or a part of the originally scheduled payments on any Receivable, other than as provided herein or as required by lawTrust Estate.

Collection and Allocation of Receivable Payments. (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional requests between principal and interest in accordance with the Servicer’s customary servicing procedures) practices and procedures it follows with respect to all comparable motor vehicle receivables that it services for itself or change others. The Servicer shall not increase or decrease the method number or amount of any Scheduled Payment, or the Amount Financed under which scheduled payments a Receivable or the APR of interest are computed on such a Receivable, or extend, rewrite or otherwise modify the payment terms of a Receivable; provided, however, that: (i) in the case of a Deferred Payment Receivable upon which the related Obligor has made one or more partial pre-payments on or prior to the date on which the first Scheduled Payment is due under the related Contract, the Servicer may modify the terms of the Receivable including reducing the amount of the Scheduled Payments due under such Receivable; provided, that (x) the Servicer may not change the APR of such Receivable, (y) the number of Scheduled Payments remaining under such Receivable after giving effect to the modification may not be less than the number of Scheduled Payments which would have been due on such Receivable absent such modification after giving effect to the partial prepayments made by the Obligor, and (z) date on which the final Scheduled Payment under the Receivable after giving effect to any such modification must be on or prior to the date on which the final Scheduled Payment under the related Deferred Payment Receivable was due (any such Receivable, a "Modified Receivable"); and (ii) the Servicer may extend the due date for one or more payments due on a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle receivables that it services for itself and others and in accordance with its customary standards, policies, practices and procedures if the Servicer extends the date for final payment by the Obligor of cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the month immediately preceding the month in which the Final Scheduled Payment Maturity Date and that such extensions, in the aggregate, do not exceed two (2) months for each twelve (12) months of the Class C Notes occursoriginal term of the Receivable. In the event that the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase any such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 3.7, as of the earlier of (a) the last day close of the second Collection Period following the date of such extension (or, at the Servicer’s election, the last day of the first following Collection Period) and (b) the last day of the month immediately preceding the month in which the Final Scheduled Payment Date for the Class C Notes such failure occurs. The Servicer may, in each case its discretion, (but only in accordance with the terms of Section 4.07(bits customary standards, policies, practices and procedures). The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where to allocate such payment) unless the Servicer is making deposits on a monthly basis as permitted under Section 5.02. The Servicer may in its discretion , waive any late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. (b) With respect to each Final Payment Receivable, the Servicer, in accordance with its customary servicing standards, policies, practices and procedures, shall contact the Obligor on or before the due date of the Last Scheduled Payment specified in the related Contract. If, at such time, the Obligor under the Final Payment Receivable has notified MMCA on behalf of the Trust that it elects to sell the Financed Vehicle to MMCA on behalf of the Trust in accordance with the terms of the Receivable, the Servicer shall, upon delivery of the Financed Vehicle by the Obligor to MMCA on behalf of the Trust, inspect the Financed Vehicle for Excess Wear and Tear and Excess Mileage, and determine the necessity of any repairs. If the Servicer determines that such Financed Vehicle requires repairs as a result of Excess Wear and Tear, the Servicer shall require the Obligor to pay the estimated cost of such repairs to the Servicer. If the Obligor disputes the Servicer's estimate of the cost of such repairs, the Obligor may obtain, at the Obligor's own expense, a professional appraisal of the Financed Vehicle's value by an independent third-party appraiser acceptable to both the Obligor and the Servicer, and the cost of repairs for Excess Wear and Tear as determined by such appraisal shall be binding on the Obligor and the Servicer. The Servicer shall, pursuant to the related Contract, offset (x) the cost of repairs for Excess Wear and Tear as determined by the appraisal, any charges for Excess Mileage and the disposition fee payable to the Servicer pursuant to the related Contract, and the Principal Balance, accrued interest and any other amounts owed by the Obligor on the Receivable against (y) the purchase price otherwise due to the Obligor for the Financed Vehicle, and shall collect any excess of (x) over (y) from the Obligor. (c) In connection with an Obligor's transfer of a Financed Vehicle to MMCA on behalf of the Trust in satisfaction of its obligation to pay the Last Scheduled Payment under a Final Payment Receivable, pursuant to the terms of the Contract related to such Last Scheduled Payment, the Servicer shall require the Obligor to pay a disposition fee (which the Servicer will retain as servicing compensation), whereupon the Servicer shall take possession of the related Financed Vehicle and shall prepare such Financed Vehicle for sale at auction or otherwise in accordance with the Servicer's customary servicing standards, policies, practices and procedures. (d) Proceeds received by the Servicer from the payment by an Obligor of a Financed Vehicle of amounts attributable to Last Scheduled Payments and other amounts (including Excess Wear and Tear and Excess Mileage) owed by the Obligor and from the sale of a Financed Vehicle at auction or otherwise constitute proceeds of Last Scheduled Payments and collections on the Receivables, and shall be deposited into the Collection Account. Following the sale of the Financed Vehicle, the Servicer, on behalf of the Trust, shall deliver the related certificate of title to the purchaser of such Financed Vehicle. Following the Servicer's receipt of proceeds from the sale of such Financed Vehicle and amounts to be paid by the Obligor pursuant to subparagraph (b) above, the Servicer shall record on its books and records the termination of the Trust's ownership and security interest in the related Final Payment Receivable (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). (e) If the Obligor under any Final Payment Receivable has notified the Dealer that it desires to refinance the amount that it owes on termination of the Receivable, MMCA will, in accordance with its customary servicing standards, policies, practices and procedures, make a decision to grant or deny credit, except for Contracts for which the Obligors have the right to refinance without such an assessment, in which case MMCA shall honor the Obligor's right to refinance. If credit is denied, the Servicer shall require the Obligor to satisfy its obligation to pay the remaining amounts owed in accordance with the terms of the Final Payment Receivable. If credit is granted, MMCA shall deposit an amount equal to the total amount owed by the Obligor on the Receivable to the Collection Account. Upon deposit of such amount into the Collection Account, the Trust's ownership and security interest in the related Financed Vehicle shall terminate, and the Trust will assign all interest in, to and under the Receivable and the related Financed Vehicle to MMCA. The Servicer shall not agree record such termination on its books and records (and shall deliver copies thereof to the Indenture Trustee and the Owner Trustee upon written request within ten days of receipt of such request). If MMCA is no longer the Servicer, the Trust or any alteration Holder of the interest rate Certificates may make arrangements for the successor Servicer or another party to provide refinancing of Last Scheduled Payments to Obligors who desire to satisfy the originally scheduled payments on Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any Receivablereasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, other than as provided herein or as required by lawif any, which would otherwise be released from the Reserve Account and paid to the Seller.