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 otherwise act with respect to the Receivables and the other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts that it services for itself or others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each Receivable affected thereby for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during which such failure occurs. The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee that may be collected in the ordinary course of servicing a Receivable.

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 otherwise act with respect to the Receivables and the other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable, unless the Servicer is required to take such action by law (including, without limitation, by the Servicemembers Civil Relief Act) or court order; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts that it services for itself or others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each Receivable affected thereby for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during which such failure occurs. The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee that may be collected in the ordinary course of servicing a Receivable.

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 otherwise act with respect to the Receivables and the other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, may extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts that it services for itself or others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each Receivable affected thereby for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during which such failure occurs. The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee that may be collected in the ordinary course of servicing a Receivable.

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 otherwise act with respect to the Receivables and the other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable, unless the Servicer is required to take such action by law (including, without limitation, by the Servicemembers Civil Relief Act) or court order; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts that it services for itself or others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each Receivable affected thereby for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during which such failure occurs. The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee that may be collected in the ordinary course of servicing a Receivable.

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 otherwise act shall follow such collection procedures as it follows with respect to the Receivables and the other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1all comparable motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts receivables that it services for itself or others. The Servicer shall will not increase or decrease the number or amount of any Scheduled Payment, or the Amount Financed under any a Receivable or the APR of any a Receivable, or extend, rewrite or otherwise modify the payment terms of any a Receivable; provided, however, that the Servicer may, in its sole discretion, may extend the due date for one or more payments due on any a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts receivables that it services for itself or and others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date; and provided further that such extensions, in the aggregate, do not exceed two (2) months for each twelve (12) months of the original term of the Receivable. If In the event that the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each the Receivable or Receivables affected thereby thereby, for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during in which such failure occurs. The Servicer may, in its discretion discretion, (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee that may be collected in the ordinary course of servicing a Receivable.

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 otherwise act 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 other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1Lock-Box. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts automotive receivables that it services for itself or others and in accordance with its the terms of this Agreement. The Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable in accordance with the customary standardsservicing procedures 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 Receivable Payments on any Receivable other than (a) in accordance with the Payment Deferment and Due Date Change Policies, policies(b) in connection with a Deficient Liquidated Receivable, practices and procedures if (c) with the cumulative extensions prior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d) as otherwise required by applicable law. Notwithstanding anything contained herein to the contrary, the Servicer may, at its option, repurchase up to 25 Receivables in a manner consistent with Section 5.5 hereof and any such repurchased Receivable (an "Optional Repurchase Receivable") shall not cause be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer shall not modify the term Payment Deferment and Due Date Change Policies without the prior written consent of such Receivable the Note Insurer. The Servicer shall notify Xxxxx'x of any modification to extend beyond the Final Scheduled Maturity DatePayment Deferment and Due Date Change Policies. If the Servicer fails to comply with the provisions of the preceding sentenceis not LBAC, the Servicer shall be required to purchase each may not make any extension on a Receivable affected thereby for without the related Purchase Amount, in the manner specified in Section 3.7, as prior written consent of the close of the Collection Period during which such failure occursNote Insurer. The Servicer may, may in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee fees that may be collected in the ordinary course of servicing a Receivable if it would forgo collection of such amount in accordance with its customary procedures. 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 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 a Deficient Liquidated Receivable and, with the prior written consent of the Note Insurer, any other Liquidated Receivable) or 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 the 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 otherwise act shall follow such collection procedures as it follows with respect to the Receivables all comparable [new and the other Trust Property in such manner as willused automobiles, in the reasonable judgment of the Servicerlight-duty trucks, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1motorcycles, recreational vehicles, vans, minivans and/or sport utility vehicles] receivables that it services for itself or others. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts [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 increase or decrease change the number or amount of or reschedule the due date of any Scheduled Paymentscheduled payment of a Receivable to a date more than 30 days from the original due date of such scheduled payment, change the Amount Financed under annual percentage rate of or extend any Receivable or the APR change any material term of any a Receivable, or extend, rewrite or otherwise modify except as provided by the payment terms of any Receivablethe Receivable or of this Agreement or as required by law or court order; provided, however, that the Servicer may, in its sole discretion, may extend the due date for one or more payments due on any Receivable for credit-related reasons 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 motor vehicle retail installment sale contracts new or used automobile and light-duty truck receivables that it services for itself or others and itself, if (a) the amount on deposit in accordance with its customary standardsthe Reserve Account is greater than zero at the time of the extension, policies(b) the total credit-related extensions granted on the Receivable will not exceed [ ] months in the aggregate, practices and procedures if (c) the cumulative total number of credit-related extensions with respect to any granted on the Receivable shall will not cause exceed two, (d) the term maturity of such Receivable will not be extended beyond [ ]; and (e) after giving effect to extend beyond such extension, the Final Scheduled Maturity Dateaggregate Principal Balance of Receivables the maturity of which have been extended does not exceed [ ]% of the Cut-off Date Pool Balance. If If, as a result of inadvertently rescheduling or extending payments, such rescheduling or extension breaches any of the Servicer fails terms of the proviso to comply with the provisions of the preceding sentence, then the Servicer shall be required obligated to purchase each such Receivable affected thereby for pursuant to Section 4.07. For the related Purchase Amountpurpose of such purchases pursuant to Section 4.07, in notice shall be deemed to have been received by the manner specified in Section 3.7, Servicer at such time as shall make purchase mandatory as of the close last day of the Collection Period during which the discovery of such failure occursbreach occurred. [The Servicer may, may in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee fees that may be collected in the ordinary course of servicing a Receivable.]

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 otherwise act shall follow such collection procedures as it follows with respect to the Receivables and the other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1all comparable motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts receivables that it services for itself or others. The Servicer shall will not increase or decrease the number or amount of any Scheduled Payment, or the Amount Financed under any a Receivable or the APR of any a Receivable, or extend, rewrite or otherwise modify the payment terms of any a Receivable; provided, however, that the Servicer may, in its sole discretion, may extend the due date for one or more payments due on any a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts receivables that it services for itself or and others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date; and provided further that such extensions, in the aggregate, do not exceed two (2) months for each twelve (12) months of the original term of the Receivable. If In the event that the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each the Receivable or Receivables affected thereby thereby, for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during in which such failure occurs. The Servicer may, in its discretion discretion, (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other 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 to 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 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 Holder of the 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 Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any reasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, if any, which would otherwise be released from the Supplemental Reserve Account and paid to the Seller and to the extent of any shortfall in such amounts in the Supplemental Reserve Account shall be payable from amounts, if any, which would otherwise be released from the Reserve Account and paid to the Seller. SECTION 3.3

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 otherwise act 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 other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1Lock-Box. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts automotive receivables that it services for itself or others and in accordance with its the terms of this Agreement. The Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable in accordance with the customary standardsservicing procedures 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 Receivable Payments on any Receivable other than (a) in accordance with the Payment Deferment and Due Date Change Policies, policies(b) in connection with a Deficient Liquidated Receivable, practices and procedures if (c) with the cumulative extensions prior written consent of the Note Insurer, with respect to any other Liquidated Receivable shall not cause or (d) as otherwise required by applicable law. Notwithstanding anything contained herein to the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentencecontrary, the Servicer may, at its option, repurchase up to 25 Receivables and shall be required to purchase each Receivable affected thereby for remit the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during which 5.5 hereof and any such failure occursrepurchased Receivable (an "Optional Repurchase Receivable") shall not be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer mayshall not 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 modification to the Payment Deferment and Due Date Change Policies. If the Servicer is not LBAC, the Servicer may not make any extension on a Receivable without the prior written consent of the Note Insurer. The Servicer may in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee fees that may be collected in the ordinary course of servicing a Receivable if it would forgo collection of such amount in accordance with its customary procedures. 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 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 a Deficient Liquidated Receivable and, with the prior written consent of the Note Insurer, any other Liquidated Receivable) or 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 the 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 otherwise act 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 and to the other Trust Property Post-Office Box. The Servicer will provide each Obligor with a monthly statement in order to notify such manner as will, in Obligors to make payments directly to the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1Post-Office Box. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts automotive receivables that it services for itself or others and in accordance with its customary standardsthe terms of this Agreement. Except as provided below, policiesthe Servicer, practices and procedures if for so long as CPS is the cumulative Servicer, may grant extensions on 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 shall not cause beyond the term last day of such Receivable to extend beyond the penultimate Collection Period preceding the Final Scheduled Maturity Distribution Date, it shall promptly purchase the Receivable from the Trust in accordance with the terms of Section 3.7 hereof (and for purposes thereof, the Receivable shall be deemed to be materially and adversely affected by such breach). If the Servicer fails to comply with the provisions of the preceding sentenceis not CPS, the Servicer shall be required to purchase each may not make any extension on a Receivable affected thereby for without the related Purchase Amount, in the manner specified in Section 3.7, as prior written consent of the close of the Collection Period during which such failure occursCertificate Insurer. The Servicer may, may in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee fees that may be collected in the ordinary course of servicing a Receivable. Notwithstanding anything to the contrary contained herein, the Servicer shall not agree (i) to any alteration of the interest rate on any Receivable or of the amount of any Scheduled Payment on Receivables, 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 amended, or would constitute reinvestment adversely affecting the status of the Trust as not 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 otherwise act with respect to the Receivables and the other Trust Property in shall follow such manner collection procedures as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts [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 increase allocate collections between principal and interest in accordance with the customary servicing 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 decrease others. The Servicer may grant extensions, rebates or adjustments on a Receivable, which shall not, for the number purposes of this Agreement, modify the original due dates or amount amounts of any the Scheduled Payment, the Amount Financed under any Payments on a Precomputed Receivable or the APR original due dates or amounts of any Receivable, or extend, rewrite or otherwise modify the payment terms originally scheduled payments of any Receivableinterest on Simple Interest Receivables; provided, however, that if the Servicer may, in its sole discretion, extend extends the due date for one or more payments due on final payment by the Obligor of any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts that it services for itself or others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If , it shall promptly repurchase such Receivable from the Servicer fails to comply Trust in accordance with the provisions terms of the preceding sentence, the Servicer shall be required to purchase each Receivable affected thereby for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during which such failure occurs4.07. The Servicer may, may in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee fees that may be collected in the ordinary course of servicing a Receivable.a

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 otherwise act 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 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 other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1Lock-Box. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts automotive receivables that it services for itself or others and in accordance with its the terms of this Agreement. The Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable in accordance with the customary standardsservicing procedures 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 Receivable Payments on any Receivable other than (a) in accordance with the Payment Deferment and Due Date Change Policies, policies(b) in connection with a Deficient Liquidated Receivable, practices and procedures if (c) [with the cumulative extensions prior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d)] as otherwise required by applicable law. Notwithstanding anything contained herein to the contrary, the Servicer may, at its option, repurchase up to 25 Receivables in a manner consistent with Section 5.5 hereof and any such repurchased Receivable (an "Optional Repurchase Receivable") shall not cause be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer shall not modify the term Payment Deferment and Due Date Change Policies without the prior written consent of such Receivable [the Note Insurer]. The Servicer shall notify Xxxxx'x of any modification to extend beyond the Final Scheduled Maturity DatePayment Deferment and Due Date Change Policies. [If the Servicer fails to comply with the provisions of the preceding sentenceis not LBAC, the Servicer shall be required to purchase each may not make any extension on a Receivable affected thereby for without the related Purchase Amount, in the manner specified in Section 3.7, as prior written consent of the close of the Collection Period during which such failure occursNote Insurer]. The Servicer may, may in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee fees that may be collected in the ordinary course of servicing a Receivable if it would forgo collection of such amount in accordance with its customary procedures. 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 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 a Deficient Liquidated Receivable [and, with the prior written consent of the Note Insurer, any other Liquidated Receivable]) or 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 the 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 otherwise act 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 and to the other Trust Property Post-Office Box. The Servicer will provide each Obligor with a monthly statement in order to notify such manner as will, in Obligors to make payments directly to the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1Post-Office Box. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts automotive receivables that it services for itself or others and in accordance with its customary standardsthe terms of this Agreement. Except as provided below, policiesthe Servicer, practices and procedures if for so long as CPS is the cumulative Servicer, may grant extensions on 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 shall not cause beyond the term last day of such Receivable to extend beyond the penultimate Collection Period preceding the Final Scheduled Maturity Distribution Date, it shall promptly purchase the Receivable from the Trust in accordance with the terms of Section 3.7 hereof (and for purposes thereof, the Receivable shall be deemed to be materially and adversely affected by such breach). If the Servicer fails to comply with the provisions of the preceding sentenceis not CPS, the Servicer shall be required to purchase each may not make any extension on a Receivable affected thereby for without the related Purchase Amount, in the manner specified in Section 3.7, as prior written consent of the close of the Collection Period during which such failure occurs[Credit Enhancer]. The Servicer may, may in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee fees that may be collected in the ordinary course of servicing a Receivable. Notwithstanding anything to the contrary contained herein, the Servicer shall not agree (i) to any alteration of the interest rate on any Receivable or of the amount of any Scheduled Payment on Receivables, 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 amended, or would constitute reinvestment adversely affecting the status of the Trust as not 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 otherwise act shall follow such collection procedures as it follows with respect to the Receivables all comparable motor vehicle and the other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1commercial vehicle receivables that it services for itself or others. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts or commercial vehicle receivables that it services for itself or others. The Servicer shall will not increase or decrease the number or amount of any Scheduled Payment, or the Amount Financed under any a Receivable or the APR of any a Receivable, or extend, rewrite or otherwise modify the Due Date or other payment terms of any a Receivable; provided, however, that the Servicer may, in its sole discretion, may extend the due date Due Date for one or more payments due on any a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts or commercial vehicle receivables that it services for itself or and others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If In the event that the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each the Receivable or Receivables affected thereby thereby, for the related Purchase Amount, in the manner specified in Section 3.7, 3.7 as of the close first day of the Collection Period during following the Collection Period in which such failure occurs. The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee that may be collected in the ordinary course of servicing a Receivable.

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 otherwise act 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 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 other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1Lock-Box. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts automotive receivables that it services for itself or others and in accordance with its the terms of this Agreement. The Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable in accordance with the customary standardsservicing procedures 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 Receivable Payments on any Receivable other than (a) in accordance with the Payment Deferment and Due Date Change Policies, policies(b) in connection with a Deficient Liquidated Receivable, practices and procedures if (c) with the cumulative extensions prior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d) as otherwise required by applicable law. Notwithstanding anything contained herein to the contrary, the Servicer may, at its option, repurchase up to 25 Receivables in a manner consistent with Section 5.5 hereof and any such repurchased Receivable (an "Optional Repurchase Receivable") shall not cause be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer shall not modify the term Payment Deferment and Due Date Change Policies without the prior written consent of such Receivable the Note Insurer. The Servicer shall notify Xxxxx'x of any modification to extend beyond the Final Scheduled Maturity DatePayment Deferment and Due Date Change Policies. If the Servicer fails to comply with the provisions of the preceding sentenceis not LBAC, the Servicer shall be required to purchase each may not make any extension on a Receivable affected thereby for without the related Purchase Amount, in the manner specified in Section 3.7, as prior written consent of the close of the Collection Period during which such failure occursNote Insurer. The Servicer may, may in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee fees that may be collected in the ordinary course of servicing a Receivable if it would forgo collection of such amount in accordance with its customary procedures. 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 amount of any Scheduled Receivable Payment on any Receivable., except

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 otherwise act 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 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 other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1Lock-Box. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts automotive receivables that it services for itself or others and in accordance with its the terms of this Agreement. The Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable in accordance with the customary standardsservicing procedures 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 Receivable Payments on any Receivable other than (a) in accordance with the Payment Deferment and Due Date Change Policies, policies(b) in connection with a Deficient Liquidated Receivable, practices and procedures if (c) with the cumulative extensions prior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d) as otherwise required by applicable law. Notwithstanding anything contained herein to the contrary, the Servicer may, at its option, repurchase up to 25 Receivables in a manner consistent with Section 5.5 hereof and any such repurchased Receivable (an "Optional Repurchase Receivable") shall not cause be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer shall not modify the term Payment Deferment and Due Date Change Policies without the prior written consent of such Receivable the Note Insurer. The Servicer shall notify Xxxxx'x of any modification to extend beyond the Final Scheduled Maturity DatePayment Deferment and Due Date Change Policies. If the Servicer fails to comply with the provisions of the preceding sentenceis not LBAC, the Servicer shall be required to purchase each may not make any extension on a Receivable affected thereby for without the related Purchase Amount, in the manner specified in Section 3.7, as prior written consent of the close of the Collection Period during which such failure occursNote Insurer. The Servicer may, may in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee fees that may be collected in the ordinary course of servicing a Receivable if it would forgo collection of such amount in accordance with its customary procedures. 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 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 a Deficient Liquidated Receivable and, with the prior written consent of the Note Insurer, any other Liquidated Receivable) or 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 the 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 otherwise act 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 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 other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1Lock-Box. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts automotive receivables that it services for itself or others and in accordance with its the terms of this Agreement. The Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable in accordance with the customary standardsservicing procedures 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 Receivable Payments on any Receivable other than (a) in accordance with the Payment Deferment and Due Date Change Policies, policies(b) in connection with a Deficient Liquidated Receivable, practices and procedures if (c) [with the cumulative extensions prior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d)] as otherwise required by applicable law. Notwithstanding anything contained herein to the contrary, the Servicer may, at its option, repurchase up to 25 Receivables in a manner consistent with Section 5.5 hereof and any such repurchased Receivable (an "Optional Repurchase Receivable") shall not cause be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer shall not modify the term Payment Deferment and Due Date Change Policies without the prior written consent of such Receivable [the Note Insurer]. The Servicer shall notify Mxxxx'x of any modification to extend beyond the Final Scheduled Maturity DatePayment Deferment and Due Date Change Policies. [If the Servicer fails to comply with the provisions of the preceding sentenceis not LBAC, the Servicer shall be required to purchase each may not make any extension on a Receivable affected thereby for without the related Purchase Amount, in the manner specified in Section 3.7, as prior written consent of the close of the Collection Period during which such failure occursNote Insurer]. The Servicer may, may in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee fees that may be collected in the ordinary course of servicing a Receivable if it would forgo collection of such amount in accordance with its customary procedures. 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 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 a Deficient Liquidated Receivable [and, with the prior written consent of the Note Insurer, any other Liquidated Receivable]) or 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 the 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 otherwise act 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 other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1Lock-Box. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts automotive receivables that it services for itself or others and in accordance with its the terms of this Agreement. The Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable in accordance with the customary standardsservicing procedures 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 Receivable Payments on any Receivable other than (a) in accordance with the Payment Deferment and Due Date Change Policies, policies(b) in connection with a Deficient Liquidated Receivable, practices and procedures if (c) with the cumulative extensions prior written consent of the Note Insurer, with respect to any other Liquidated Receivable shall not cause or (d) as otherwise required by applicable law. Notwithstanding anything contained herein to the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentencecontrary, the Servicer may, at its option, repurchase up to 25 Receivables and shall be required to purchase each Receivable affected thereby for remit the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during which 5.5 hereof and any such failure occursrepurchased Receivable (an "Optional Repurchase Receivable") shall not be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices shall not modify the Payment Deferment and procedures), waive any late payment charge or any other fee that may be collected in Due Date Change Policies without the ordinary course prior written consent of servicing a Receivable.the

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 otherwise act 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 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 other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1Lock-Box. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts automotive receivables that it services for itself or others and in accordance with its the terms of this Agreement. The Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable in accordance with the customary standardsservicing procedures 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 Receivable Payments on any Receivable other than (a) in accordance with the Payment Deferment and Due Date Change Policies, policies(b) in connection with a Deficient Liquidated Receivable, practices and procedures if (c) with the cumulative extensions prior written consent of the Note Insurer, with respect to any other Liquidated Receivable shall not cause or (d) as otherwise required by applicable law. Notwithstanding anything contained herein to the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentencecontrary, the Servicer may, at its option, repurchase up to 25 Receivables in a manner consistent with Section 5.5 hereof and any such repurchased Receivable (an "Optional Repurchase Receivable") shall not be required deemed to purchase each be a Defaulted Receivable affected thereby for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during which such failure occursor a Liquidated Receivable. The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices shall not modify the Payment Deferment and procedures), waive Due Date Change Policies without the prior written consent of the Note Insurer. The Servicer shall notify Xxxxx'x of any late payment charge or any other fee that may be collected in modification to the ordinary course of servicing a Receivable.Payment

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 otherwise act 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 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 other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1Lock-Box. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts automotive receivables that it services for itself or others and in accordance with its the terms of this Agreement. The Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable in accordance with the customary standardsservicing procedures 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 Receivable Payments on any Receivable other than (a) in accordance with the Payment Deferment and Due Date Change Policies, policies(b) in connection with a Deficient Liquidated Receivable, practices and procedures if (c) with the cumulative extensions prior written consent of the Note Insurer, with respect to any other Liquidated Receivable or (d) as otherwise required by applicable law. Notwithstanding anything contained herein to the contrary, the Servicer may, at its option, repurchase up to 25 Receivables in a manner consistent with Section 5.5 hereof and any such repurchased Receivable (an "Optional Repurchase Receivable") shall not cause be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer shall not modify the term Payment Deferment and Due Date Change Policies without the prior written consent of such Receivable the Note Insurer. The Servicer shall notify Moody's of any modification to extend beyond the Final Scheduled Maturity DatePayment Deferment and Due Date Chaxxx Xxxicies. If the Servicer fails to comply with the provisions of the preceding sentenceis not LBAC, the Servicer shall be required to purchase each may not make any extension on a Receivable affected thereby for without the related Purchase Amount, in the manner specified in Section 3.7, as prior written consent of the close of the Collection Period during which such failure occursNote Insurer. The Servicer may, may in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee fees that may be collected in the ordinary course of servicing a Receivable if it would forgo collection of such amount in accordance with its customary procedures. 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 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 a Deficient Liquidated Receivable and, with the prior written consent of the Note Insurer, any other Liquidated Receivable) or 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 the 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 due, and otherwise act with respect to the Receivables and the other Trust Property in shall follow such manner collection procedures as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts receivables that it services for itself or others. The Servicer shall not increase be authorized to grant extensions, rebates or decrease adjustments on a Receivable without the number or amount prior consent of any Scheduled Paymentthe Owner Trustee, the Amount Financed under Indenture Trustee or any Receivable or Securityholder. If, as a result of the APR extending of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts that it services for itself or others and in accordance with its the customary standardsservicing standards of the Servicer, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond will be outstanding later than the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentencePayment Date occurs, the Servicer shall be required obligated to purchase repurchase such Receivable pursuant to Section 3.08 or make Advances on each Receivable affected thereby for subsequent Payment Date in amounts equal to the amount of any reduction to the related Purchase AmountScheduled Payments to be paid by the related Obligors during the subsequent Collection Periods. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner specified in as to constitute a cancellation of such Receivable and the creation of a new motor vehicle receivable, the Servicer shall purchase such Receivable pursuant to Section 3.73.08, and the receivable created shall not be included as an asset of the close Issuer. Notwithstanding the foregoing, extensions or modifications of the payment schedule of a Receivable can be made only in accordance with the customary servicing procedures of the Servicer, provided that the amount of any extension fee charged in connection with the extension of a Receivable is deposited into the Collection Period during which such failure occursAccount by the Servicer in accordance with Section 4.05(a). The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices and servicing procedures), waive any prepayment charge, late payment charge or any other fee fees that may be collected in the ordinary course of servicing a Receivablethe Receivables.

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 otherwise act shall follow such collection procedures as it follows with respect to the Receivables and the other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1all comparable motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts receivables that it services for itself or others. The Servicer shall will not increase or decrease the number or amount of any Scheduled Payment, or the Amount Financed under any a Receivable or the APR of any a Receivable, or extend, rewrite or otherwise modify the payment terms of any a Receivable; providedPROVIDED, howeverHOWEVER, that the Servicer may, in its sole discretion, may extend the due date for one or more payments due on any a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts receivables that it services for itself or and others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date; and PROVIDED FURTHER that such extensions, in the aggregate, do not exceed two (2) months for each twelve (12) months of the original term of the Receivable. If In the event that the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each the Receivable or Receivables affected thereby thereby, for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during in which such failure occurs. The Servicer may, in its discretion discretion, (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee that may be collected in the ordinary course of servicing a Receivable.

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 otherwise act 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 other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1Lock-Box. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts automotive receivables that it services for itself or others and in accordance with its the terms of this Agreement. The Servicer, for so long as LBAC is the Servicer, may grant extensions, rebates or adjustments on a Receivable in accordance with the customary standardsservicing procedures 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 Receivable Payments on any Receivable other than (a) in accordance with the Payment Deferment and Due Date Change Policies, policies(b) in connection with a Deficient Liquidated Receivable, practices and procedures if (c) with the cumulative extensions prior written consent of the Note Insurer, with respect to any other Liquidated Receivable shall not cause or (d) as otherwise required by applicable law. Notwithstanding anything contained herein to the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentencecontrary, the Servicer may, at its option, repurchase up to 25 Receivables and shall be required to purchase each Receivable affected thereby for remit the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during which 5.5 hereof and any such failure occursrepurchased Receivable (an "Optional Repurchase Receivable") shall not be deemed to be a Defaulted Receivable or a Liquidated Receivable. The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices shall not modify the Payment Deferment and procedures), waive Due Date Change Policies without the prior written consent of the Note Insurer. The Servicer shall notify Xxxxx'x of any late payment charge or any other fee that may be collected in modification to the ordinary course of servicing a Receivable.Payment Deferment

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 otherwise act with respect to the Receivables and the other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that -------- ------- the Servicer may, in its sole discretion, may extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts that it services for itself or others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each Receivable affected thereby for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during which such failure occurs. The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee that may be collected in the ordinary course of servicing a Receivable.

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 otherwise act shall follow such collection procedures as it follows with respect to the Receivables and the other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1all comparable motor vehicle receivables that it services for itself or others. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts receivables that it services for itself or others. The Servicer shall will not increase or decrease the number or amount of any Scheduled Payment, or the Amount Financed under any a Receivable or the APR of any a Receivable, or extend, rewrite or otherwise modify the payment terms of any a Receivable; provided, however, that the Servicer may, in its sole discretion, may extend the due date for one or more payments due on any a Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts receivables that it services for itself or and others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date; and provided further that such extensions, in the aggregate, do not exceed two (2) months for each twelve (12) months of the original term of the Receivable. If In the event that the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each the Receivable or Receivables affected thereby thereby, for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during in which such failure occurs. The Servicer may, in its discretion discretion, (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other 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 to 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 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 Issuer or any Holder of the 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 Last Scheduled Payment through refinancing and who meet such party's credit criteria, and any reasonable costs and expenses of the successor Servicer or such third party in determining whether to provide such refinancing shall be payable from amounts, if any, which would otherwise be released from the Supplemental Reserve Account and paid to the Seller and to the extent of any shortfall in such amounts in the Supplemental Reserve Account shall be payable from amounts, if any, which would otherwise be released from the Reserve Account and paid to the Seller. SECTION 3.3

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 otherwise act with respect to the Receivables and the other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that -------- ------- the Servicer may, in its sole discretion, may extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts that it services for itself or others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each Receivable affected thereby for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during which such failure occurs. The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee that may be collected in the ordinary course of servicing a Receivable.