Common use of Realization upon Receivables Clause in Contracts

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c) hereof, and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealers and Third-Party Lenders, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects in its reasonable judgment sole discretion, that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse the related Dealer or Third-Party Lender, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the related Dealerextent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third party purchasers which is materially adverse to the interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the The Servicer shall use reasonable efforts on behalf of the Trust, in accordance with the standard of care required under Section 3.1, to repossess or otherwise convert the ownership of and liquidate any each Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikelyDefaulted Receivable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment sole discretion it determines that repossession will not increase the aggregate Liquidation Proceeds or that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance or that repossessing such Financed Vehicle would otherwise not be greater than consistent with the expense of such repossessionServicer’s customary servicing practices. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivabletaking such action, the Servicer is authorized to shall follow such customary practices and procedures as it shall deem necessary or advisable, advisable in its servicing of comparable motor vehicle retail installment sale contracts and as are otherwise consistent with the standard of care required by under Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession3.1. The Servicer shall be entitled to recover all reasonable expenses expenses, including external costs of collection, incurred by it in connection with collection of any Defaulted Receivables and in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, Vehicle and any deficiency obtained from the related Obligor Obligor. If a Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or any amounts the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Liquidation Proceeds received from recourse with respect to the related DealerReceivable.

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c), and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects in its reasonable judgment sole discretion, that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof (or, if the Monthly Remittance Condition is satisfied, by no later than noon, New York City time, on the Business Day prior to the Distribution Date immediately following receipt thereof). The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(d)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if GM Financial is no longer the Servicer, GM Financial at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to GM Financial at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or GM Financial, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee and/or the Trust Collateral Agent, at GM Financial’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(d). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third-party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than sixty (60) days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than sixty (60) days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third-party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third-party purchasers which is materially adverse to the interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise comparably convert the ownership of and liquidate any Financed Vehicle securing that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable with respect secured by the Financed Vehicle (and shall specify such Receivables to the Trustees no later than the Determination Date following the end of the Collection Period in which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the made such determination). The Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to shall follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard advisable and as shall be customary and usual in its servicing of care required by Section 4.01motor vehicle receivables (including automobiles and light-duty trucks), which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealer Recourse, the sale of selling the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy sale and other actions by the Servicer in order to realize upon such a Receivable. The Servicer shall be entitled to recover its reasonable Liquidation Expenses with respect to each Defaulted Receivable, which are not to exceed the related Net Liquidation Proceeds with respect to each such Defaulted Receivable; provided, however, that the Servicer shall not be obligated to take actions to realize upon any Defaulted Receivables unless, in its reasonable opinion, Liquidation Proceeds will exceed Liquidation Expenses. All Net Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in the Collection Account in the manner specified in Section 4.02(a). The foregoing is subject to the proviso that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the related Liquidation Proceeds of the related Receivable by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policyits Customary Servicing Practices, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealers and Direct Lenders, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects in its reasonable judgment sole discretion, that such repair or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Servicer, in its sole discretion, may in accordance with its Customary Servicing Practices sell any Receivable’s deficiency balance. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Lockbox Account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of Liquidation Proceeds received during the cash proceeds of Collection Period in which such expenses were incurred or, to the sale extent not reimbursed, from the Liquidation Proceeds of such Financed VehicleVehicle if received during a subsequent Collection Period, with any deficiency obtained from the related Obligor or any amounts received from recourse the related Dealer or Direct Lender, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the related Dealerextent of such expenses. The Servicer shall pay on behalf of the Holding Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. In addition, the Servicer may enter into settlement arrangements relating to the collection of matured loan balances to the extent it believes such arrangements will maximize recoveries and will apply any such amounts collected in accordance with its Customary Servicing Practices. (b) If the Servicer, or if Exeter is no longer the Servicer, Exeter at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement, Direct Lender Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Holding Trust to the Servicer, or to Exeter at the request of the Servicer, of the rights under such Dealer Agreement, Direct Lender Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or Exeter, as appropriate, may not enforce a Dealer Agreement, Direct Lender Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Direct Lender Agreement or Dealer Assignment, the Owner Trustee and/or the Indenture Trustee, at Exeter’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems (or Exeter, at the request of the Servicer, deems) reasonably necessary to enforce the Dealer Agreement, Direct Lender Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Holding Trust and the Owner Trustee and/or the Indenture Trustee for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e).

Realization upon Receivables. Consistent with (a) On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyTrust, the Servicer shall use reasonable efforts efforts, in accordance with the standard of care required by Section 3.1, to repossess or otherwise convert the ownership of and liquidate any each Financed Vehicle securing a Receivable with respect to which Defaulted Receivable. In taking such action, the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of comparable automotive receivables, and as are otherwise consistent with the standard of care required by under Section 4.013.1, which practices and procedures may shall include reasonable efforts to realize upon the exercise of any rights of recourse to Dealers, Dealers under the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossessionDealer Agreements. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, Vehicle and any deficiency obtained from the Obligor. The foregoing shall be subject to the provision that, in any case in which a Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Liquidation Proceeds (or Recoveries) of the related Obligor Receivable by an amount equal to or greater than the amount of such expenses. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer of the rights of recourse under such Dealer Agreement. If, however, in any enforcement suit or legal proceeding, it is held that the Servicer may not enforce a Dealer Agreement on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, the Owner Trustee, at the Servicer's expense and direction, shall take such steps as the Servicer deems necessary to enforce the Dealer Agreement, including bringing suit in its name or the names of the Indenture Trustee, the Certificateholders, the Noteholders or any amounts received from recourse to the related Dealerof them.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall use reasonable efforts its best efforts, consistent with its Customary Servicing Practices, to repossess or otherwise comparably convert the ownership of and liquidate any Financed Vehicle securing that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable with respect secured by the Financed Vehicle (and shall specify such Receivables to the Indenture Trustee no later than the Determination Date following the end of the Collection Period in which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the made such determination). The Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to shall follow such customary practices and procedures as it shall deem necessary or advisableadvisable and as shall be customary and usual in its servicing of car, consistent with the standard of care required by Section 4.01crossover utility vehicles, light-duty truck and sport utility vehicle receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealer Recourse, the sale of selling the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy sale and other actions to realize upon such a Receivable. The Servicer shall be entitled to recover its Liquidation Expenses with respect to each Defaulted Receivable. All Net Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in order the Collection Account in the manner specified in Section 5.02. The foregoing is subject to realize upon a Receivable; providedthe proviso that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the related Liquidation Proceeds of the related Receivable by an amount materially greater than the expense for amount of such repair expenses. If in any enforcement suit or repossession. The legal proceeding it is held that the Seller or Servicer shall be may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to recover all enforce the Receivable, the Owner Trustee on behalf of the Issuer (subject to the Trust Agreement) and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable expenses incurred by it steps as the Seller or Servicer deems necessary to enforce the Receivable, including bringing suit in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out name or names of the cash proceeds of the sale of such Financed VehicleIssuer, any deficiency obtained from the related Obligor Certificateholder or any amounts received from recourse to the related DealerNoteholders.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the (a) The Servicer shall use commercially reasonable efforts on behalf of the Issuer, in accordance with the standard of care required under Section 3.01, to repossess or otherwise convert the ownership of and liquidate any each Financed Vehicle securing a Receivable with respect to which Defaulted Receivable. In taking such action, the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of comparable motor vehicle installment sales contracts and installment loans, and as are otherwise consistent with the standard of care required under Section 3.01. The Servicer shall be entitled to recover all reasonable expenses incurred by Section 4.01it with respect to realizing on a Defaulted Receivable, which practices including such expenses incurred in the course of repossessing and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related liquidating a Financed Vehicle at public or private saleinto cash proceeds. The foregoing is subject to the proviso that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or repossession shall increase the related Net Liquidation Proceeds by an amount materially greater than or Recoveries of the expense for such repair or repossession. The related Receivable. (b) If the Servicer elects to commence a Proceeding to enforce a Dealer Agreement, the act of commencement shall be deemed to be an automatic assignment from the Issuer to the Servicer of the rights of recourse under such Dealer Agreement. If, however, in any Proceeding, it is held that the Servicer may not enforce a Dealer Agreement on the grounds that it is not a real party in interest or a Person entitled to recover all reasonable expenses incurred by it enforce the Dealer Agreement, the Owner Trustee, at the Servicer’s expense and direction, shall take such steps as the Servicer deems necessary to enforce the Dealer Agreement, including bringing suit in its name or the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out names of the cash proceeds of Indenture Trustee, the sale of such Financed Vehicle, any deficiency obtained from the related Obligor Securityholders or any amounts received from recourse to the related Dealerof them.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall will use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unlikely unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to will follow such customary practices and procedures Customary Servicing Practices as it shall deem deems necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, any Dealer and selling the sale of the related Financed Vehicle at public or private sale. The foregoing will be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have has suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine determines in its reasonable judgment sole discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Servicer, in its sole discretion, may in accordance with its Customary Servicing Practices sell any Receivable’s deficiency balance. Net proceeds of any such sale allocable to the Receivable will constitute Liquidation Proceeds, and the sole right of the Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, the Servicer will xxxx its computer records indicating that any such receivable sold is no longer a Receivable. The Servicer shall be entitled is authorized to recover take any and all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out actions necessary or appropriate on behalf of the cash proceeds of Issuer to evidence the sale of such Financed Vehicle, the Receivable free from any deficiency obtained from Lien or other interest of the related Obligor Issuer or any amounts received from recourse to the related DealerIndenture Trustee.

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c), and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects in its reasonable judgment sole discretion, that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof (or, if the Monthly Remittance Condition is satisfied, by no later than noon, New York City time, on the Business Day prior to the Distribution Date immediately following receipt thereof). The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third-party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third-party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third-party purchasers which is materially adverse to the interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall use reasonable efforts efforts, consistent with its customary standards, policies and procedures, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have determined that eventual payment to be a Defaulted Receivable or otherwise (and shall specify any such Defaulted Receivable to the Indenture Trustee no later than the Determination Date following the Collection Period in full is unlikely; provided, however, that which the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to shall have made such Receivable would not be greater than the expense of such repossessiondetermination). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary practices standards, policies and procedures as it shall deem necessary or advisable, consistent with the standard advisable in its servicing of care required by Section 4.01comparable receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the sale of the related Financed Vehicle at public or private sale, . The Servicer shall be entitled to recover from proceeds all reasonable expenses incurred by it in the submission course of claims under an insurance policy and other actions converting the Financed Vehicle into cash proceeds. The Liquidation Proceeds (net of such expenses) realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in order the Collection Account in the manner specified in Section 4.2 and shall be applied to realize upon a reduce (or to satisfy, as the case may be) the Purchase Amount of the Receivable; provided, howeverif such Receivable is to be repurchased by the Depositor pursuant to Section 2.3, that or is to be purchased by the Servicer pursuant to Section 3.7. The foregoing shall be subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c), and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects in its reasonable judgment sole discretion, that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof (or, if the Monthly Remittance Condition is satisfied, by no later than noon, New York City time, on the Business Day prior to the Distribution Date immediately following receipt thereof). The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(d)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(d). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third-party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than sixty (60) days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than sixty (60) days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third-party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third-party purchasers which is materially adverse to the interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall will use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unlikely unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to will follow such customary practices and procedures Customary Servicing Practices as it shall deem deems necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the sale of the related Financed Vehicle at public or private salesale and which shall not, except as provided below, involve the submission sale of claims under an insurance policy and other actions by the Servicer in order to realize upon all, or any portion of, a Receivable; provided. The foregoing shall be subject to the provision that, however, that in any case in which the Financed Vehicle shall have has suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds by an amount materially greater than the expense amount of such expenses. The Servicer, in its sole discretion, may in accordance with its Customary Servicing Practices purchase from the Issuer any Receivable’s deficiency balance (i.e., the remaining balance of a Receivable after deduction of all Liquidation Proceeds with respect to such Receivable) for a purchase price equal to the fair value of the deficiency balance as determined by the Servicer at the time of purchase by the Servicer, which purchase price shall not be adjusted by the proceeds the Servicer ultimately realizes from its disposition or collection efforts related to the deficiency amount. Net proceeds of any such repair or repossessionsale to the Servicer will constitute Liquidation Proceeds, and the sole right of the Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, the Servicer will xxxx its computer records indicating that any such receivable sold is no longer a Receivable. The Servicer shall be entitled is authorized to recover take any and all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out actions necessary or appropriate on behalf of the cash proceeds of Issuer to evidence the sale of such the Financed Vehicle, any deficiency obtained from Vehicle at public or private sale or the related Obligor or any amounts received from recourse sale of the Receivable to the related DealerServicer pursuant to the provisions of this paragraph free from any Lien or other interest of the Issuer or the Indenture Trustee.

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c), and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects in its reasonable judgment sole discretion, that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof (or, if the Monthly Remittance Condition is satisfied, by no later than noon, New York City time, on the Business Day prior to the Distribution Date immediately following receipt thereof). The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if GM Financial is no longer the Servicer, GM Financial at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to GM Financial at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or GM Financial, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee and/or the Trust Collateral Agent, at GM Financial’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third-party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third-party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third-party purchasers which is materially adverse to the interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise comparably convert the ownership of and liquidate any Financed Vehicle securing that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable with respect secured by the Financed Vehicle (and shall specify such Receivables to the Relevant Trustee no later than the Determination Date following the end of the Collection Period in which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the made such determination). The Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to shall follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard advisable and as shall be customary and usual in its servicing of care required by Section 4.01automobile and light duty truck receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealer Recourse, the sale of selling the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy sale and other actions to realize upon such a Receivable. The Servicer shall be entitled to recover its Liquidation Expenses with respect to each Defaulted Receivable. All Net Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in order the Collection Account in the manner specified in Section 5.02. The foregoing is subject to realize upon a Receivable; providedthe proviso that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the related Liquidation Proceeds of the related Receivable by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall use reasonable efforts its best efforts, consistent with its Customary Servicing Practices, to repossess or otherwise comparably convert the ownership of and liquidate any Financed Vehicle securing that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable with respect secured by the Financed Vehicle (and shall specify such Receivables to the Indenture Trustee no later than the Determination Date following the end of the Collection Period in which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the made such determination). The Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to shall follow such customary practices and procedures as it shall deem necessary or advisableadvisable and as shall be customary and usual in its servicing of car, consistent with the standard of care required by Section 4.01minivan, light-duty truck and sport utility vehicle receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealer Recourse, the sale of selling the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy sale and other actions to realize upon such a Receivable. The Servicer shall be entitled to recover its Liquidation Expenses with respect to each Defaulted Receivable. All Net Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in order the Collection Account in the manner specified in Section 5.02. The foregoing is subject to realize upon a Receivable; providedthe proviso that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the related Liquidation Proceeds of the related Receivable by an amount materially greater than the expense for amount of such repair expenses. If in any enforcement suit or repossession. The legal proceeding it is held that the Seller or Servicer shall be may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to recover all enforce the Receivable, the Owner Trustee on behalf of the Issuer (subject to the Trust Agreement) and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable expenses incurred by it steps as the Seller or Servicer deems necessary to enforce the Receivable, including bringing suit in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out name or names of the cash proceeds of the sale of such Financed VehicleIssuer, any deficiency obtained from the related Obligor Certificateholder or any amounts received from recourse to the related DealerNoteholders.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyServicing Standard, the Servicer shall use commercially reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely. The Servicer shall begin such repossession and conversion procedures as soon as practicable after default on such Receivable in accordance with the Servicing Standard; provided, however, that the Servicer may elect will not to repossess or otherwise convert the ownership of a Financed Vehicle within such time period if in its good faith judgment it determines calculates that the proceeds ultimately recoverable with respect to such the related Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a the related Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall reasonably deem necessary or advisable, consistent with the standard of care required by Section 4.01Servicing Standard, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a such Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of that are reasonably allocated to repossessing and liquidating a Financed Vehicle into cash proceedsproceeds (other than overhead), but only out of the cash proceeds of the sale of such Financed Vehicle, Vehicle or any deficiency obtained from the related Obligor Obligor. (b) If the Servicer elects to commence a Proceeding to enforce a Dealer Agreement, the act of commencement shall be deemed to be an automatic assignment from the Issuer to the Servicer of the rights of recourse under such Dealer Agreement. If, however, in any Proceeding, it is held that the Servicer may not enforce a Dealer Agreement on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, the Owner Trustee, at the Servicer’s expense and direction, shall take such steps as the Servicer deems necessary to enforce the Dealer Agreement, including bringing suit in its name or the names of the Indenture Trustee, not in its individual capacity, but solely as Indenture Trustee on behalf of the Issuer, the Securityholders or any amounts received from recourse to the related Dealerof them.

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c) hereof, and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects in its reasonable judgment sole discretion, that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third party purchasers which is materially adverse to the interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall will use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession, that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance or that repossessing such Financed Vehicle would otherwise not be greater than consistent with the expense of such repossessionServicer’s Customary Servicing Practices. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to will follow such customary practices and procedures Customary Servicing Practices as it shall deem deems necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, any Dealer and selling the sale of the related Financed Vehicle at public or private sale. The foregoing will be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have has suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine Vehicle. In addition, the Servicer may from time to time (but is not required to) sell any deficiency balance in accordance with its reasonable judgment Customary Servicing Practices; provided, however, that (i) each sale must be made at a price equal to the fair market value of such repair deficiency balance in cash in immediately available funds and (ii) such sale must be without recourse, representation or repossession shall increase warranty by the related Liquidation Proceeds Issuer (other than any representation or warranty regarding the absence of Liens, that the Issuer has good title to the deficiency balance, or similar representation or warranty). To facilitate any such sale the Servicer may, in accordance with its Customary Servicing Practices, purchase from the Issuer such Receivable’s deficiency balance for a purchase price equal to the proceeds received by an amount materially greater than the expense Servicer from a third party for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, Receivable’s deficiency balance. Net proceeds of any deficiency obtained from the related Obligor or any amounts received from recourse such sale allocable to the related DealerReceivable will constitute Liquidation Proceeds, and the sole right of the Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, the Servicer will xxxx its computer records indicating that any such receivable sold is no longer a Receivable. The Servicer is authorized to take any and all actions necessary or appropriate on behalf of the Issuer to evidence the sale of the Financed Vehicle at a public or private sale or the sale of the Receivable to the Servicer to facilitate a deficiency balance sale pursuant to the provisions of this paragraph, in each case, free from any Lien or other interest of the Issuer or the Indenture Trustee.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the The Servicer shall use reasonable efforts efforts, consistent with its customary servicing procedures, to repossess or otherwise convert take possession of the ownership Financed Vehicle securing any Receivable during the calendar month in which more than 10% of and liquidate any scheduled payment thereunder becomes 90 days delinquent; provided, however that the Servicer may repossess or otherwise take possession of the Financed Vehicle securing a Receivable (i) earlier if (A) such Receivable becomes a Defaulted Receivable, (B) the Servicer determines that such Financed Vehicle is in danger of being damaged, destroyed or otherwise made unavailable for repossession or (C) the related Obligor voluntarily surrenders such Financed Vehicle or (ii) later if (A) the Servicer is unable to locate such Financed Vehicle, (B) the related Obligor is the subject of a bankruptcy proceeding or (C) the Servicer otherwise defers repossession of such Financed Vehicle in accordance with respect to which its normal and customary servicing practices and procedures. After repossession of a Financed Vehicle, the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a accordance with its customary and usual practices and procedures sell such Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to an auction or consign such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating to a ReceivableDealer for resale as soon as is practicable after repossession, the subject to any applicable laws. The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices advisable in determining when and procedures may include if to exercise reasonable efforts to realize upon any recourse to Dealers, . The Servicer shall be entitled to recover from proceeds all reasonable expenses incurred by it in the sale course of converting the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions into cash proceeds. The Liquidation Proceeds with respect to a Receivable shall be deposited by the Servicer in order the Collection Account in the manner specified in Section 5.2 and shall be applied to realize upon a reduce (or to satisfy, as the case may be) the Repurchase Amount of the Receivable; provided, howeverif such Receivable is to be repurchased by the Seller pursuant to Section 3.2, that or is to be purchased by the Servicer pursuant to Section 4.6. The foregoing shall be subject to the provision that, in any case in which the a Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment sole discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds of the related Receivable by an amount materially equal to or greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise comparably convert the ownership of and liquidate any Financed Vehicle securing that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable with respect secured by the Financed Vehicle (and shall specify such Receivables to the Trustees no later than the Determination Date following the end of the Collection Period in which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the made such determination). The Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to shall follow such customary practices and procedures as it shall deem necessary or advisableadvisable and as shall be customary and usual in its servicing of motor vehicle, consistent with the standard of care required by Section 4.01minivan, sport utility vehicle or light duty truck receivables, as applicable, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealer Recourse, the sale of selling the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy sale and other actions by the Servicer in order to realize upon such a Receivable. The Servicer shall be entitled to recover its reasonable Liquidation Expenses with respect to each Defaulted Receivable, which are not to exceed the related Net Liquidation Proceeds with respect to each such Defaulted Receivable; provided, however, that the Servicer shall not be obligated to take actions to realize upon any Defaulted Receivables unless, in its reasonable opinion, Liquidation Proceeds will exceed Liquidation Expenses. All Net Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in the Collection Account in the manner specified in Section 4.02(a). The foregoing is subject to the proviso that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the related Liquidation Proceeds of the related Receivable by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to practicable after default on such Receivable would not be greater but in no event later than the expense of such repossession. In repossessing date on which all or otherwise converting the ownership any portion of a Financed Vehicle and liquidating a Receivable, the Scheduled Payment has become 91 days delinquent. The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.013.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Subcollection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts may be retained by the Servicer (and shall not be required to be deposited as provided in Section 3.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles; the Servicer shall be entitled to reimbursement of any such tax from Liquidation Proceeds with respect to such Receivable. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer of the rights under such Dealer Agreement and Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding, it is held that the Servicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee, at the Servicer's expense, or the Seller, at the Seller's expense, shall take such steps as the Servicer deems necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Indenture Collateral Agent for the benefit of the Issuer Secured Parties. All amounts recovered shall be remitted directly by the Servicer as provided in Section 3.2(e).

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall will use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unlikely unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to will follow such customary practices and procedures Customary Servicing Practices as it shall deem deems necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, any Dealer and selling the sale of the related Financed Vehicle at a public or private sale. The foregoing will be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have has suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine determines in its reasonable judgment sole discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds by an amount materially greater than the expense for amount of such repair expenses. In addition, the Servicer may from time to time (but is not required to) sell any deficiency balance in accordance with its Customary Servicing Practices; provided, however, that (i) each sale must be made at a price equal to the fair market value of such deficiency balance in cash in immediately available funds and (ii) such sale must be without recourse, representation or repossessionwarranty by the Issuer or the Servicer (other than any representation or warranty regarding the absence of Liens, that the Issuer has good title to the deficiency balance, or similar representation or warranty). Net proceeds of any such sale allocable to the Receivable will constitute Liquidation Proceeds, and the sole right of the Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, the Servicer will xxxx its computer records indicating that any such receivable sold is no longer a Receivable. The Servicer shall be entitled is authorized to recover take any and all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out actions necessary or appropriate on behalf of the cash proceeds of Issuer to evidence the sale of such Financed Vehicle, the Receivable free from any deficiency obtained from Lien or other interest of the related Obligor Issuer or any amounts received from recourse to the related DealerIndenture Trustee.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall will use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unlikely unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to will follow such customary practices and procedures Customary Servicing Practices as it shall deem deems necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, any Dealer and selling the sale of the related Financed Vehicle at public or private sale. The foregoing will be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have has suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine determines in its reasonable judgment sole discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Servicer, in its sole discretion, may in accordance with its Customary Servicing Practices sell any Receivable’s deficiency balance. Net proceeds of any such sale allocable to the Receivable will constitute Liquidation Proceeds, and the sole right of the Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, the Servicer will xxxx its computer records indicating that any such receivable sold is no longer a Receivable. The Servicer shall be entitled is authorized to recover take any and all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out actions necessary or appropriate on behalf of the cash proceeds of Issuer to evidence the sale of such Financed Vehicle, the Receivable free from any deficiency obtained from Lien or other interest of the related Obligor Issuer or any amounts received from recourse to the related Dealer.Indenture Trustee. 7 Sale and Servicing Agreement

Realization upon Receivables. Consistent with (a) On behalf of the standards, policies and procedures required by this Agreement Trust and the Credit and Collection PolicySecurityholders, the Servicer shall use reasonable its best efforts, consistent with the servicing procedures set forth herein, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall commence efforts to repossess or otherwise convert the ownership of and liquidate any a Financed Vehicle securing or sell the related Receivable to an unaffiliated third-party on or prior to the date that an Obligor has failed to make more than 90% of a Scheduled Receivable with respect to which the Servicer shall have determined that eventual payment Payment thereon in full is unlikelyexcess of $10 for 120 days or more; provided, however, that the Servicer may elect not to repossess a Financed Vehicle commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of automotive receivables, consistent with the standard standards of care required by set forth in Section 4.014.2, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers or Consumer Lenders and selling the sale of the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount materially greater than the expense amount of such expenses. (b) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 120 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to such third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(b) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 120 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third party purchaser pursuant to this Section 4.3(b), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third party purchasers that is materially adverse to the interest of the Securityholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such repair or repossessionReceivables. The Servicer shall be entitled remit or cause the third-party purchaser to recover remit all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash sale proceeds of from the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse Receivables to the related DealerCollection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement Agreement, the Servicer shall use its best efforts to repossess (or otherwise comparably convert the ownership of) and liquidate any Obligor Collateral securing a Pledged Receivable within a number of days consistent with the Credit and Collection Policy of an uncured failure of the related Obligor to make any payment which it is obligated to make under the related Contract or an earlier date that would be customary under the circumstances involved (as determined in accordance with the Credit and Collection Policy) and, in any case, in a manner as will, in the Servicer shall use reasonable efforts judgment of the Servicer, maximize the amount to repossess or otherwise convert be received by the ownership of Borrower and liquidate any Financed Vehicle securing a Receivable the Lender with respect to which the Servicer shall have determined that eventual payment in full is unlikelythereto; provided, however, that the Servicer may elect need not repossess (or otherwise comparably convert the ownership of) and liquidate the Obligor Collateral securing such a Pledged Receivable if, in the reasonable opinion of the Servicer, the value of such Obligor Collateral does not exceed by more than an insignificant amount the cost to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing (or otherwise converting comparably convert the ownership of a Financed Vehicle of) and liquidating a Receivable, the liquidate such Obligor Collateral. The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.016.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealersguaranties, the sale of selling the related Financed Vehicle Obligor Collateral at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon a such Pledged Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle Obligor Collateral shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle Obligor Collateral, unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Pledged Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All Liquidation Proceeds shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than one (1) Business Day after identification thereof as Liquidation Proceeds. The Servicer shall pay on behalf of the Borrower any personal property taxes assessed on repossessed Obligor Collateral, and the Servicer shall be entitled to recover all reasonable expenses incurred by it in the course reimbursement of repossessing and liquidating any such tax as a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related DealerServicer Advance.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Receivables Payment has become 91 days delinquent; providedPROVIDED, howeverHOWEVER, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealers and Third-Party Lenders, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse the related Dealer or Third-Party Lender, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the related Dealerextent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer of the rights under such Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner Trustee and/or the Trust Collateral Agent, at the Servicer's expense, or the Seller, at the Seller's expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e).

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyServicing Standard, the Servicer shall use commercially reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely. The Servicer shall begin such repossession and conversion procedures as soon as practicable after default on such Receivable in accordance with the Servicing Standard; provided, however, that the Servicer may elect will not to repossess or otherwise convert the ownership of a Financed Vehicle within such time period if in its good faith judgment it determines calculates that the proceeds ultimately recoverable with respect to such the related Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a the related Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall reasonably deem necessary or advisable, consistent with the standard of care required by Section 4.01Servicing Standard, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a such Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of that are reasonably allocated to repossessing and liquidating a Financed Vehicle into cash proceedsproceeds (other than overhead), but only out of the cash proceeds of the sale of such Financed Vehicle, Vehicle or any deficiency obtained from the related Obligor or any amounts received Obligor. (b) If the Servicer elects to commence a Proceeding to enforce a Dealer Agreement, the act of commencement shall be deemed to be an automatic assignment from recourse the Issuer to the related DealerServicer of the rights of recourse under such Dealer Agreement. If, however, in any Proceeding, it is held that the Servicer may not enforce a Dealer Agreement on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, the Issuer, at the Servicer’s expense and direction, shall take such steps as the Servicer deems necessary to enforce the Dealer Agreement, including bringing suit in its name or the names of the Indenture Trustee, not in its individual capacity, but solely as Indenture Trustee on behalf of the Issuer, or the Holders of the Notes.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyTrust, the Servicer shall use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Net Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary practices Customary Servicing Practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of Dealer Recourse and selling the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Net Liquidation Proceeds by an amount materially greater than Proceeds. If in any enforcement suit or legal proceeding it is held that the expense for such repair Seller or repossession. The the Servicer shall be may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to recover all enforce the Receivable, the Issuer, and the Indenture Trustee on behalf of the Noteholders, shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable expenses incurred by it steps as the Seller or the Servicer deems necessary to enforce the Receivable, including bringing suit in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out name or names of the cash proceeds of Issuer, the sale of such Financed Vehicle, any deficiency obtained from Certificateholders or the related Obligor or any amounts received from recourse to the related DealerNoteholders.

Realization upon Receivables. Consistent with (a) On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, Trust the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the . The Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisable, consistent with the standard advisable in its servicing of care required by Section 4.01automotive receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers and selling the sale of the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds Proceeds. After appropriate disposition of the Financed Vehicle, the Servicer shall also take such measures as it deems reasonable and appropriate to realize value in respect of any deficiency balance of the Receivable including pursuit of action on behalf of the Trust against the Obligor or public or private sale of the Trust's remaining interest in such Receivable. (b) Unless otherwise stated in this Agreement, the Servicer shall either purchase or liquidate each Financed Vehicle that has not previously been liquidated and that secures, or previously secured, a Defaulted Receivable either (i) by an amount materially greater than the expense for end of the Collection Period preceding the final scheduled Distribution Date during the life of the Trust or (ii) if earlier, by the end of the ninth Collection Period following the Collection Period during which such repair or repossessionReceivable became a Defaulted Receivable. The Any purchase of a Financed Vehicle by the Servicer shall be entitled made at a price equal to recover all reasonable expenses incurred by it in the course fair market value of repossessing and liquidating a the Financed Vehicle into cash proceeds, but only out of as determined by the cash proceeds of Servicer in accordance with the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related DealerServicer's normal servicing standards.

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c), and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects in its reasonable judgment sole discretion, that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third-party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third-party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third-party purchasers which is materially adverse to the interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent with (a) On behalf of the standards, policies and procedures required by this Agreement Trust and the Credit and Collection Policy, Secured Parties the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the . The Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisable, consistent with the standard advisable in its servicing of care required by Section 4.01automotive receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers and selling the sale of the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds Proceeds. After appropriate disposition of the Financed Vehicle, the Servicer shall also take such measures as it deems reasonable and appropriate to realize value in respect of any deficiency balance of the Receivable including pursuit of action on behalf of the Trust and/or the Secured Parties against the Obligor with respect to such deficiency. (b) Unless otherwise stated in this Agreement, the Servicer shall either purchase or liquidate each Financed Vehicle that has not previously been liquidated and that secures, or previously secured, a Defaulted Receivable either (i) by an amount materially greater than the expense for end of the Collection Period preceding the Stated Final Payment Date or (ii) if earlier, by the end of the ninth Collection Period following the Collection Period during which such repair or repossessionReceivable became a Defaulted Receivable. The Any purchase of a Financed Vehicle by the Servicer shall be entitled made at a price equal to recover all reasonable expenses incurred by it in the course fair market value of repossessing and liquidating a the Financed Vehicle into cash proceeds, but only out of as determined by the cash proceeds of Servicer in accordance with the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related DealerServicer's normal servicing standards.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyTrust, the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise comparably convert the ownership of and liquidate any Financed Vehicle securing that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable with respect secured by the Financed Vehicle (and shall specify such Receivables to the Trustee no later than the Determination Date following the end of the Collection Period in which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the made such determination). The Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to shall follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard advisable and as shall be customary and usual in its servicing of care required by Section 4.01automobile and light duty truck receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealer Recourse, the sale of selling the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy sale and other actions by the Servicer in order to realize upon such a Receivable; provided. The Servicer shall be entitled to recover its reasonable Liquidation Expenses with respect to each Defaulted Receivable. All Net Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in the Collection Account in the manner specified in Section 4.02. The foregoing is subject to the proviso that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the related Liquidation Proceeds of the related Receivable by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Master Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Master Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full no event later than the date on which 10% or more of a Scheduled Payment has become 150 days delinquent (other than in the case of Financed Vehicles where neither the Financed Vehicle nor the Obligor can be physically located by the Master Servicer (using procedures consistent with the standards, policies and procedures of the Master Servicer required by this Agreement) and other than in the case of an Obligor who is unlikelysubject to a bankruptcy proceeding); provided, however, that the Master Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Master Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions actions, including, without limitation, entering into settlements with Obligors, by the Master Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Master Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Master Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of from the cash liquidation proceeds of the sale vehicle or under the related Dealer Agreement. The Master Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Master Servicer shall be entitled to reimbursement of any such Financed Vehicletax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Master Servicer elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, any deficiency obtained the act of commencement shall be deemed to be an automatic assignment from the related Obligor or any amounts received from recourse Trust to the related DealerMaster Servicer of the rights under such Dealer Agreement and Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Master Servicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Indenture Trustee, at the Master Servicer’s written direction and expense, or the Seller, at the Seller’s expense, shall take such steps as the Master Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller, the Trust or the Owner Trustee. All amounts recovered shall be remitted directly by the Master Servicer as provided in Section 4.2(d) or 4.2(e), as applicable.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall will use commercially reasonable efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which 10% or more of a Scheduled Receivables Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall will deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealers and Third-Party Lenders, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The Servicer will have the discretion to retain or sell to a third-party any of the Liquidated Receivables. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall will have suffered damage, the Servicer shall will not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall will determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle will be remitted by the Servicer to the Collection Account as soon as practicable, but in no event later than the second Business Day after receipt of available funds thereof. The Servicer shall will be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only as provided in Section 5.7(a) or out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse the related Dealer or Third-Party Lender, which amounts in reimbursement may be retained by the Servicer (and will not be required to be deposited as provided in Section 4.2(e)) to the related Dealerextent of such expenses. The Servicer will pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer will be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the act of commencement will be deemed to be an automatic assignment from the Trust to the Servicer of the rights under such Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner Trustee and/or the Indenture Trustee, at the Servicer's expense, will take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including bringing suit in its name or the name of the Trust and the Owner Trustee and/or the Indenture Trustee for the benefit of the Issuer Secured Parties. All amounts recovered will be remitted directly by the Servicer as provided in Section 4.2(e).

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall will use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession, that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance or that repossessing such Financed Vehicle would otherwise not be greater than consistent with the expense of such repossessionServicer’s Customary Servicing Practices. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to will follow such customary practices and procedures Customary Servicing Practices as it shall deem deems necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, any Dealer and selling the sale of the related Financed Vehicle at public or private sale. The foregoing will be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have has suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine Vehicle. In addition, the Servicer may from time to time (but is not required to) sell any deficiency balance in accordance with its reasonable judgment Customary Servicing Practices; provided, however, that (i) each sale must be made at a price equal to the fair market value of such repair deficiency balance in cash in immediately available funds and (ii) such sale must be without recourse, representation or repossession shall increase warranty by the related Liquidation Proceeds Issuer (other than any representation or warranty regarding the absence of Liens, that the Issuer has good title to the deficiency balance, or similar representation or warranty). To facilitate any such sale the Servicer may, in accordance with its Customary Servicing Practices, purchase from the Issuer such Receivable’s deficiency balance for a purchase price equal to the proceeds received by an amount materially greater than the expense Servicer from a third party for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, Receivable’s deficiency balance. Net proceeds of any deficiency obtained from the related Obligor or any amounts received from recourse such sale allocable to the related DealerReceivable will constitute Liquidation Proceeds, and the sole right of the Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, the Servicer will mark its computer records indicating that any such receivable sold is no longer a Receivable. The Servicer is authorized to take any and all actions necessary or appropriate on behalf of the Issuer to evidence the sale of the Financed Vehicle at a public or private sale or the sale of the Receivable to the Servicer to facilitate a deficiency balance sale pursuant to the provisions of this paragraph, in each case, free from any Lien or other interest of the Issuer or the Indenture Trustee.

Realization upon Receivables. Consistent On behalf of the Trust, Servicer shall charge off a Receivable as a Defaulted Receivable in accordance with the standardsits customary standards (and, policies in no event later than ___ days after a Receivable shall have become delinquent) and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Defaulted Receivable as soon as feasible after default, in accordance with respect to which the standard of care required by Section 3.1. In taking such action, Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of Motor Vehicle Loans, and as are otherwise consistent with the standard of care required by under Section 4.013.1, which practices shall include exercising any rights under the Dealer Agreements and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceedsproceeds or pursuing any deficiency claim against the related Obligor, but only out of the cash proceeds of the sale of such Financed Vehicle, Vehicle or any deficiency obtained from the related Obligor or any amounts received from recourse Obligor. The foregoing shall be subject to the provision that, in any case in which a Financed Vehicle shall have suffered damage, Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Liquidation Proceeds of the related DealerReceivable by an amount equal to or greater than the amount of such expenses. If Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, the act of commencement shall be deemed to be an automatic assignment from Trustee to Servicer of the rights under such Dealer Agreement. If, however, in any enforcement suit or legal proceeding, it is held that Servicer may not enforce a Dealer Agreement on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Trustee, on behalf of the Trust, at Servicer's expense, shall take such steps as Servicer deems necessary to enforce the Dealer Agreement, including bringing suit in its name or the names of the Holders.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Receivables Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a -------- ------- Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer of the rights under such Dealer Agreement and Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee and/or the Trust Collateral Agent, at the Servicer's expense, or the Seller, at the Seller's expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e).

Realization upon Receivables. Consistent with (a) On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have determined that eventual payment in full is unlikely; provided. From time to time, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing as appropriate for servicing or otherwise converting the ownership of a Financed Vehicle and liquidating a foreclosing upon any Receivable, the Owner Trustee shall, upon written request of the Servicer, execute such documents as shall be reasonably necessary to prosecute any such proceedings. The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisable, consistent with the standard advisable in its servicing of care required by Section 4.01automotive receivables, which practices and procedures may include reasonable efforts to realize upon any recourse proceeds from Receivables repurchased by a Dealer, pursuant to Dealersa Dealer Agreement, as a result of a breach of representation or warranty in the sale related Dealer Agreement or a default by an Obligor resulting in the repossession of the related Financed Vehicle at public or private saleunder such Dealer Agreement. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Net Liquidation Proceeds by an amount materially greater than the expense amount of such expenses. (b) After the Servicer has directly or indirectly repossessed a Financed Vehicle, it shall attempt to maximize realization of Net Liquidation Proceeds for such repair or repossessionthe Financed Vehicle. The Servicer may, in attempting to maximize Net Liquidation Proceeds, attempt to cause the Financed Vehicle to be sold at an auction run by an auction house. The Servicer shall establish in a commercially reasonable manner a minimum acceptable price at which the Financed Vehicle may be entitled to recover all reasonable expenses incurred by it in sold, provided that the Servicer may lower or raise such minimum price during the course of repossessing the auction, if lowering the minimum price will maximize Net Liquidation Proceeds. The auction house will coordinate the bidding process until such time as (1) a price that exceeds the minimum price is bid and liquidating no other bids are received, (2) the Servicer accepts a bid below the initial minimum price or (3) no bids are received that are either in excess of the initial minimum price or are otherwise accepted by the Servicer. If the Financed Vehicle into cash proceedsis not sold at an auction, but only out of the cash proceeds of Financed Vehicle may be presented for auction by the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse Servicer at a future auction and/or another auction location in efforts to the related Dealermaximize Net Liquidation Proceeds.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement Agreement, the Servicer shall use its best efforts to repossess (or otherwise comparably convert the ownership of) and liquidate any Obligor Collateral securing a Pledged Receivable within a number of days consistent with the Credit and Collection Policy of an uncured failure of the related Obligor to make any payment which it is obligated to make under the related Contract or an earlier date that would be customary under the circumstances involved (as determined in accordance with the Credit and Collection Policy) and, in any case, in a manner as will, in the Servicer shall use reasonable efforts judgment of the Servicer, maximize the amount to repossess or otherwise convert be received by the ownership of Borrower and liquidate any Financed Vehicle securing a Receivable the Lenders with respect to which the Servicer shall have determined that eventual payment in full is unlikelythereto; provided, however, that the Servicer may elect need not repossess (or otherwise comparably convert the ownership of) and liquidate the Obligor Collateral securing such a Pledged Receivable if, in the reasonable opinion of the Servicer, the value of such Obligor Collateral does not exceed by more than an insignificant amount the cost to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing (or otherwise converting comparably convert the ownership of a Financed Vehicle of) and liquidating a Receivable, the liquidate such Obligor Collateral. The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.016.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealersguaranties, the sale of selling the related Financed Vehicle Obligor Collateral at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon a such Pledged Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle Obligor Collateral shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle Obligor Collateral, unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Pledged Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All Liquidation Proceeds shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than one (1) Business Day after identification thereof as Liquidation Proceeds. The Servicer shall pay on behalf of the Borrower any personal property taxes assessed on repossessed Obligor Collateral, and the Servicer shall be entitled to recover all reasonable expenses incurred by it in the course reimbursement of repossessing and liquidating any such tax as a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related DealerServicer Advance.

Realization upon Receivables. Consistent On behalf of the Trust, Servicer shall charge off a Receivable as a Defaulted Receivable in accordance with the standardsits customary standards (and, policies in no event later than ___ days after a Receivable shall have become delinquent) and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Defaulted Receivable as soon as feasible after default, in accordance with respect to which the standard of care required by Section 3.1. In taking such action, Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of Motor Vehicle Loans, and as are otherwise consistent with the standard of care required by under Section 4.013.1, which practices shall include exercising any rights under the Dealer Agreements and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceedsproceeds or pursuing any deficiency claim against the related Obligor, but only out of the cash proceeds of the sale of such Financed Vehicle, Vehicle or any deficiency obtained from the related Obligor or any amounts received from recourse Obligor. The foregoing shall be subject to the provision that, in any case in which a Financed Vehicle shall have suffered damage, Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Liquidation Proceeds of the related DealerReceivable by an amount equal to or greater than the amount of such expenses. If Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, the act of commencement shall be deemed to be an automatic assignment from Trustee to Servicer of the rights under such Dealer Agreement. If, however, in any enforcement suit or legal proceeding, it is held that Servicer may not enforce a Dealer Agreement on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Trustee, on behalf of the Trust, at Servicer’s expense, shall take such steps as Servicer deems necessary to enforce the Dealer Agreement, including bringing suit in its name or the names of the Holders.

Realization upon Receivables. Consistent with (a) On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyGrantor Trust, the Servicer shall will use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession, that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance or that repossessing such Financed Vehicle would otherwise not be greater than consistent with the expense of such repossessionServicer’s Customary Servicing Practices. In repossessing or otherwise converting The Servicer will use commercially reasonable efforts consistent with its Customary Servicing Practices to maximize net proceeds from the ownership repossession of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures Customary Servicing Practices as it shall deem deems necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the sale of the related Financed Vehicle at public or private sale. The foregoing will be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have has suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase Vehicle. (b) In addition, the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled may from time to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, time (but only out is not required to) sell any Charged-Off Receivables on behalf of the cash Issuing Entity or the Grantor Trust in accordance with its Customary Servicing Practices; provided, however, that each sale must be made at a price equal to the fair market value of such Charged-Off Receivable in immediately available funds. To facilitate any such sale the Servicer may, in accordance with its Customary Servicing Practices, purchase from the Grantor Trust such Charged-Off Receivable for a purchase price equal to the proceeds of received by the Servicer from a Charged-Off Receivable Purchaser for the sale of such Financed VehicleCharged-Off Receivable or may (A) direct the Grantor Trust to sell any Charged-Off Receivable to a Charged-Off Receivable Purchaser or (B) direct the Grantor Trust to enter into one or more Forward Commitment Transfers in connection with the sale of a Charged-Off Receivable. Subject to Section 2.3(c), net proceeds of any deficiency obtained from the related Obligor or any amounts received from recourse such sale allocable to the related DealerReceivable will constitute Liquidation Proceeds, and the sole right of the Issuing Entity, the Grantor Trust and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, the Servicer will mark its computer records indicating that any such sold Receivable is no longer a Receivable. The Servicer is authorized to take any and all actions necessary or appropriate on behalf of the Issuing Entity or the Grantor Trust to evidence the sale of the Financed Vehicle at a public or private sale or the sale of the Receivable to the Servicer to facilitate a Charged-Off Receivable sale pursuant to the provisions of this paragraph, in each case, free from any Lien or other interest of the Issuing Entity, the Grantor Trust or the Indenture Trustee. (c) Each of the Issuing Entity, the Grantor Trust and the Indenture Trustee hereby agrees that the Servicer may, in connection with any sale of a Charged-Off Receivable contemplated by Section 2.3(b) and in accordance with its Customary Servicing Practices, (i) make representations and warranties (to the extent not more expansive than the representations and warranties in Section 4.1) and provide indemnities (to the extent not more than more expansive than the indemnities set forth in Section 4.2) for the benefit of the Charged-Off Receivable Purchaser if and to the extent required by such Charged-Off Receivable Purchaser and (ii) execute all agreements and documents reasonably required to be executed by the Servicer in connection with any sale of a Charged-Off Receivable; provided, however, that any such agreement be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Servicer, the Grantor Trust, the Issuing Entity, or the Indenture Trustee than those set forth in the Transaction Documents.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policyits Customary Servicing Practices, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects in its reasonable judgment sole discretion, that such repair or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Servicer, in its sole discretion, may in accordance with its Customary Servicing Practices sell any Receivable’s deficiency balance. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Lockbox Account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of Liquidation Proceeds received during the cash proceeds of Collection Period in which such expenses were incurred or, to the sale extent not reimbursed, from the Liquidation Proceeds of such Financed VehicleVehicle if received during a subsequent Collection Period, with any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Holding Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. In addition, the Servicer may enter into settlement arrangements relating to the collection of matured loan balances to the extent it believes such arrangements will maximize recoveries and will apply any such amounts collected in accordance with its Customary Servicing Practices. (b) If the Servicer, or if Exeter is no longer the Servicer, Exeter at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Holding Trust to the Servicer, or to Exeter at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or Exeter, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee and/or the Indenture Trustee, at Exeter’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems (or Exeter, at the request of the Servicer, deems) reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Holding Trust and the Owner Trustee and/or the Indenture Trustee for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e).

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable its best efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely. The Servicer shall begin such repossession and conversion procedures as soon as practicable after default on such Receivable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyTrust, the Servicer shall charge off a Receivable as a Defaulted Receivable in accordance with its customary servicing procedures and shall use reasonable its best efforts to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Defaulted Receivable as soon as feasible after default, in accordance with respect to which the standard of care required by Section 3.1. In taking such action, the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of motor vehicle retail installment sale contracts, and as are otherwise consistent with the standard of care required by under Section 4.013.1, which practices and procedures may shall include reasonable efforts to realize upon the exercise of any rights of recourse to Dealers, Dealers under the sale of Dealer Agreements and Dealer Assignments (or rights to compel repurchase against third Persons) and selling the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer. The foregoing shall be subject to the provision that, in any case in which a Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Liquidation Proceeds or Recoveries of the related Receivable by an amount equal to or greater than the amount of such expenses (which, in any event, shall not be unreasonable). If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trustee to the Servicer of the rights of recourse under such Dealer Agreement and Dealer Assignment. If, however, in any enforcement suit or legal proceeding, it is held that the Servicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Trustee, at the Servicer's expense, or the Seller, at the Seller's expense, shall take such steps as the Servicer deems necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the names of the Certificateholders.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise comparably convert the ownership of and liquidate any Financed Vehicle securing that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable with respect secured by the Financed Vehicle (and shall specify such Receivables to the Trustees no later than the Determination Date following the end of the Collection Period in which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the made such determination). The Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to shall follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard advisable and as shall be customary and usual in its servicing of care required by Section 4.01motor vehicle receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealer Recourse, the sale of selling the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy sale and other actions by the Servicer in order to realize upon such a Receivable. The Servicer shall be entitled to recover its reasonable Liquidation Expenses with respect to each Defaulted Receivable, which are not to exceed the related Net Liquidation Proceeds with respect to each such Defaulted Receivable; provided, however, that the Servicer shall not be obligated to take actions to realize upon any Defaulted Receivables unless, in its reasonable opinion, Liquidation Proceeds will exceed Liquidation Expenses. All Net Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in the Collection Account in the manner specified in Section 4.02(a). The foregoing is subject to the proviso that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the related Liquidation Proceeds of the related Receivable by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent with (a) On behalf of the standards, policies and procedures required by this Agreement Issuer and the Credit and Collection PolicySecurity Insurer, the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have determined that eventual payment in full is unlikely; provided. From time to time, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing as appropriate for servicing or otherwise converting the ownership of a Financed Vehicle and liquidating a foreclosing upon any Receivable, the Owner Trustee shall, upon written request of the Servicer, execute such documents as shall be reasonably necessary to prosecute any such proceedings. The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisable, consistent with the standard advisable in its servicing of care required by Section 4.01automotive receivables, which practices and procedures may include reasonable efforts to realize upon any recourse proceeds from Receivables repurchased by a Dealer, pursuant to Dealersa Dealer Agreement, as a result of a breach of representation or warranty in the sale related Dealer Agreement or a default by an Obligor resulting in the repossession of the related Financed Vehicle at public or private saleunder such Dealer Agreement. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Net Liquidation Proceeds by an amount materially greater than the expense amount of such expenses. (b) After the Servicer has directly or indirectly repossessed a Financed Vehicle, it shall attempt to maximize realization of Net Liquidation Proceeds for such repair or repossessionthe Financed Vehicle. The Servicer may, in attempting to maximize Net Liquidation Proceeds, attempt to cause the Financed Vehicle to be sold at an auction run by an auction house. The Servicer shall establish in a commercially reasonable manner a minimum acceptable price at which the Financed Vehicle may be entitled to recover all reasonable expenses incurred by it in sold, provided that the Servicer may lower or raise such minimum price during the course of repossessing the auction, if lowering the minimum price will maximize Net Liquidation Proceeds. The auction house coordinates the bidding process until such time as (1) a price that exceeds the minimum price is bid and liquidating no other bids are received, (2) the Servicer accepts a bid below the initial minimum price or (3) no bids are received that are either in excess of the initial minimum price or are otherwise accepted by the Servicer. If the Financed Vehicle into cash proceedsis not sold at an auction, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse Vehicle may be presented for auction at a future auction and/or another auction location in efforts to the related Dealermaximize Net Liquidation Proceeds.

Realization upon Receivables. Consistent with (a) On behalf of the standardsIssuer, policies and procedures required by this Agreement the Noteholders [and the Credit and Collection Policy, Note Insurer,] the Servicer shall use reasonable its best efforts, consistent with the servicing procedures set forth herein, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall commence efforts to repossess or otherwise convert the ownership of and liquidate any a Financed Vehicle securing on or prior to the date that an Obligor has not paid at least 95% of a Scheduled Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikelyPayment thereon for 120 consecutive days or more; provided, however, that the Servicer may elect not to repossess a Financed Vehicle commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of automotive receivables, consistent with the standard standards of care required by set forth in Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers and selling the sale of the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount materially greater than the expense amount of such expenses. All Liquidation Proceeds and Recoveries received shall be remitted directly by the Servicer to the Collection Account, without deposit into any intervening account as soon as practicable, but in no event later than the second Business Day after receipt thereof. (i) The Servicer agrees that within 45 days from the Closing Date it shall make such filings and effect such notices as are necessary under Section 9-114(1) of the New York UCC (or comparable section of the UCC of any applicable state) to preserve its ownership interest (or security interest, as the case may be) in any repossessed Financed Vehicles delivered for such repair or repossessionsale to Dealers. (ii) The Servicer agrees that at any time after 45 days from the Closing Date there will be (a) no more than 25 repossessed Financed Vehicles in the aggregate delivered for sale to any Dealer and (b) no more than 50 repossessed Financed Vehicles in the aggregate delivered for the sale to all Dealers with respect to which the actions referred to in (b)(1) above have not been effected. The Servicer agrees that prior to delivering additional Financed Vehicles for sale to any such Dealer, it shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing make such filings and liquidating a Financed Vehicle into cash proceeds, but only out effect such notices as are necessary under Section 9-114(1) of the cash proceeds New York UCC (or comparable section of the sale of applicable UCC) to preserve its ownership interest (or security interest, as the case may be) in any such repossessed Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.

Realization upon Receivables. Consistent (a) In the event a Receivable becomes or is reasonably anticipated to become a Defaulted Receivable, the Servicer, itself or through the use of independent contractors or agents, shall, consistent with the standardsstandard of care set forth in Section 2.19, policies and procedures required by this Agreement and including the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have determined that eventual payment in full is unlikely. In accordance with the priority of payment set forth in Section 5.05(c) of the Indenture, all costs and expenses incurred by the Servicer in connection with the repossession of the Financed Vehicles securing such Receivables shall be reimbursed to the Servicer from the Revenue Fund on the Payment Date relating to the Collection Period in which the Servicer delivered to the Indenture Trustee an itemized statement of such costs and expenses. Notwithstanding the foregoing and consistent with the terms of this Servicing Agreement, the Servicer shall not be obligated to repossess or take any action with respect to a Defaulted Receivable if, in its reasonable judgment consistent with the servicing standards specified in Section 2.19, the Liquidation Proceeds are expected to be less than the costs and expenses of such repossession or action. (b) The Servicer, itself or through the use of independent contractors or agents to the extent allowed by Section 2.01(g), shall follow practices consistent with the standard of care set forth in Section 2.19, including the Collection Policy, in its servicing of automotive receivables, which may include selling the Financed Vehicle, or requesting a Subservicer to sell the Financed Vehicle, at public or private sale; provided, however, that the Servicer may elect not Servicer, itself or through the use of independent contractors or agents to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required extent allowed by Section 4.012.01(g), which practices and procedures may include reasonable efforts shall, in accordance with its Collection Policy, maximize the sales proceeds for each repossessed Financed Vehicle. The foregoing shall be subject to realize upon any recourse to Dealersthe provision that, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any for the repair or towards the repossession of such Financed Vehicle unless it the Servicer shall determine in its reasonable judgment discretion that such repair or repossession shall should increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent with On behalf of the standardsTrust, policies and procedures required by this Agreement the Securityholders and the Credit and Collection PolicyNote Insurer, the Servicer shall use reasonable its best efforts, consistent with the servicing procedures set forth herein, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall commence efforts to repossess or otherwise convert the ownership of and liquidate any a Financed Vehicle securing on or prior to the date that an Obligor has failed to make more than 90% of a Receivable with respect to which the Servicer shall have determined that eventual payment Scheduled Payment thereon in full is unlikelyexcess of $10 for 120 days or more; provided, however, that the Servicer may elect not to repossess a Financed Vehicle commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of automotive receivables, consistent with the standard standards of care required by set forth in Section 4.014.2, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers and selling the sale of the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent with (a) On behalf of the standardsIssuer, policies and procedures required by this Agreement the Noteholders, the Demand Note Provider and the Credit and Collection PolicyNote Insurer, the Servicer shall use reasonable its best efforts, consistent with the servicing procedures set forth herein, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall commence efforts to repossess or otherwise convert the ownership of and liquidate any a Financed Vehicle securing on or prior to the date that an Obligor has not paid at least 95% of a Scheduled Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikelyPayment thereon for 120 consecutive days or more; provided, however, that the Servicer may elect not to repossess a Financed Vehicle commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of automotive receivables, consistent with the standard standards of care required by set forth in Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers and selling the sale of the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount materially greater than the expense amount of such expenses. All Liquidation Proceeds and Recoveries received shall be remitted directly by the Servicer to the Collection Account, without deposit into any intervening account as soon as practicable, but in no event later than the second Business Day after receipt thereof. (b) The Servicer agrees that within 45 days from the Closing Date or the related Subsequent Transfer Date, as applicable, it shall make such filings and effect such notices as are necessary under Section 9-324(b) and 9-324(c) of the New York UCC (or comparable section of the UCC of any applicable state) to preserve the Trust's interest (or security interest, as the case may be) in any repossessed Financed Vehicles delivered for sale to Dealers. (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the Servicer, the Transferor or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such repair Receivable to the third-party purchaser; provided, that the Note Insurer and the Demand Note Provider shall each have the right of first refusal to purchase such Receivables (with the Note Insurer winning any tie bid); provided, further, that no more than 20% of the initial number of Initial Receivables and the Subsequent Receivables in the pool may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect not to direct the Issuer to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third party purchasers which is materially adverse to the interest of the Noteholders, the Demand Note Provider or repossessionthe Note Insurer. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall be entitled remit or cause the third-party purchaser to recover remit all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash sale proceeds of from the sale of Receivables directly to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. (d) The Servicer agrees that at any time after 45 days from the Closing Date there will be (a) no more than 25 repossessed Financed Vehicles in the aggregate delivered for sale to any Dealer and (b) no more than 50 repossessed Financed Vehicles in the aggregate delivered for the sale to all Dealers with respect to which the actions referred to in paragraph (b) above have not been effected. The Servicer agrees that prior to delivering additional Financed Vehicles for sale to any such Dealer, it shall make such filings and effect such notices as are necessary under Section 9-324(b) and 9-324 (c) of the New York UCC (or comparable section of the applicable UCC) to preserve the Trust's ownership interest (or security interest, as the case may be) in any such repossessed Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.

Realization upon Receivables. Consistent with On behalf of the standardsTrust, policies and procedures required by this Agreement the Securityholders and the Credit and Collection PolicyNote Insurer, the Servicer shall use reasonable its best efforts, consistent with the servicing procedures set forth herein, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall commence efforts to repossess or otherwise convert the ownership of and liquidate any a Financed Vehicle securing on or prior to the date that an Obligor has failed to make more than 90% of a Scheduled Receivable with respect to which the Servicer shall have determined that eventual payment Payment thereon in full is unlikelyexcess of $10 for 120 days or more; provided, however, that the Servicer may elect not to repossess a Financed Vehicle commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of automotive receivables, consistent with the standard standards of care required by set forth in Section 4.014.2, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers and selling the sale of the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c) hereof, and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealers and Third-Party Lenders, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects, in its reasonable judgment discretion, that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse the related Dealer or Third-Party Lender, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the related Dealerextent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third party purchasers which is materially adverse to the interest of the Noteholders or the Insurer. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. The Master Servicer shall, consistent with customary servicing procedures and the terms of this Agreement, act with respect to the Receivables in such manner as, in the Master Servicer's reasonable judgment, will maximize the receipt of principal and interest on all Receivables and Liquidation Proceeds in respect of Liquidated Receivables; provided that the Master Servicer may not sell any Defaulted Receivable except as specifically provided in Section 3.03, 4.07 and 9.01. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Master Servicer shall use reasonable its best efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Master Servicer shall have determined that eventual payment in full is unlikely. The Master Servicer shall begin such repossession and conversion procedures as soon as practicable after default on such Receivable in accordance with its customary procedures; provided, however, that the Master Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Master Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Master Servicer in order to realize upon a Receivable; provided, however, that that, in any case in which the Financed Vehicle shall have suffered damage, the Master Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Master Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of that are reasonably allocated to repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, Vehicle or any deficiency obtained from the related Obligor or any amounts received from recourse to the related DealerObligor.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall will use commercially reasonable efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which 10% or more of a Scheduled Receivables Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall will deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealers and Third-Party Lenders, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The Servicer will have the discretion to retain or sell to a third-party any of the Liquidated Receivables. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall will have suffered damage, the Servicer shall will not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall will determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle will be remitted by the Servicer to the Collection Account as soon as practicable, but in no event later than the second Business Day after receipt of available funds thereof. The Servicer shall will be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only as provided in Section 5.7(a) or out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse the related Dealer or Third-Party Lender, which amounts in reimbursement may be retained by the Servicer (and will not be required to be deposited as provided in Section 4.2(e)) to the related Dealerextent of such expenses. The Servicer will pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer will be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the act of commencement will be deemed to be an automatic assignment from the Trust to the Servicer of the rights under such Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner Trustee and/or the Indenture Trustee, at the Servicer’s expense, will take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including bringing suit in its name or the name of the Trust and the Owner Trustee and/or the Indenture Trustee for the benefit of the Issuer Secured Parties. All amounts recovered will be remitted directly by the Servicer as provided in Section 4.2(e).

Realization upon Receivables. Consistent with On behalf of the standardsTrust, policies and procedures required by this Agreement the Securityholders and the Credit and Collection PolicyNote Insurer, the Servicer shall use reasonable its best efforts, consistent with the servicing procedures set forth herein, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall commence efforts to repossess or otherwise convert the ownership of and liquidate any a Financed Vehicle securing or sell the related Receivable to an unaffiliated third-party on or prior to the date that an Obligor has failed to make more than 90% of a Scheduled Receivable with respect to which the Servicer shall have determined that eventual payment Payment thereon in full is unlikelyexcess of $10 for 120 days or more; provided, however, that the Servicer may elect not to repossess a Financed Vehicle commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of automotive receivables, consistent with the standard standards of care required by set forth in Section 4.014.2, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers and selling the sale of the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall will use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unlikely unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to will follow such customary practices and procedures Customary Servicing Practices as it shall deem deems necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, any Dealer and selling the sale of the related Financed Vehicle at a public or private sale. The foregoing will be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have has suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine determines in its reasonable judgment sole discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds by an amount materially greater than the expense for amount of such repair expenses. In addition, the Servicer may from time to time (but is not required to) sell any deficiency balance in accordance with its Customary Servicing Practices; provided, however, that (i) each sale must be made at a price equal to the fair market value of such deficiency balance in cash in immediately available funds and (ii) such sale must be without recourse, representation or repossessionwarranty by the Issuer or the Servicer (other than any representation or warranty regarding the absence of Liens, that the Issuer has good title to the deficiency balance, or similar representation or warranty). Net proceeds of any such sale allocable to the Receivable will constitute Liquidation Proceeds, and the sole right of the Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, the Servicer will mark its computer records indicating that any such receivable sold is no longer a Receivable. The Servicer shall be entitled is authorized to recover take any and all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out actions necessary or appropriate on behalf of the cash proceeds of Issuer to evidence the sale of such Financed Vehicle, the Receivable free from any deficiency obtained from Lien or other interest of the related Obligor Issuer or any amounts received from recourse to the related DealerIndenture Trustee.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyTrust, the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise convert take possession of the ownership of and liquidate any Financed Vehicle securing a any Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, to be or that the Servicer may elect not believes will become a Defaulted Receivable (and shall specify such Receivables to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater Trustee no later than the expense Determination Date following the end of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, Collection Period in which the Servicer is authorized to shall have made such determination). The Servicer shall follow such customary and usual practices and procedures as it shall deem necessary or advisable, consistent with the standard advisable in its servicing of care required by Section 4.01recreational vehicle receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related consigning a Financed Vehicle to a dealer for resale and selling a Financed Vehicle at public or private sale, . The Servicer shall be entitled to recover all reasonable out-of-pocket expenses incurred by it in the submission course of claims under an insurance policy and other actions converting a Financed Vehicle into cash proceeds. The Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in order the Certificate Account in the manner specified in Section 14.06(a)(ii) and shall be applied to realize upon a reduce (or to satisfy, as the case may be) the Repurchase Amount of the Receivable, if such Receivable is to be repurchased by the Seller pursuant to Section 12.02 or by the Servicer pursuant to Section 13.07; provided, however, that if such Liquidation Proceeds are recovered subsequent to the purchase of a Receivable by the Seller such Liquidation Proceeds shall be paid to the Seller within two Business Days of receipt or, if received with respect to a Receivable purchased by the Servicer, may be retained by the Servicer or deposited in the Certificate Account in satisfaction of other obligations of the Servicer hereunder. The foregoing shall be subject to the proviso that, in any case in which the a Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds of the related Receivable by an amount materially equal to or greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent (a) On behalf of the Trust, Servicer shall charge off a Receivable as a Defaulted Receivable in accordance with the standardsits customary standards (and, policies in no event later than ___ days after a Receivable shall have become delinquent) and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Defaulted Receivable as soon as feasible after default, in accordance with respect to which the standard of care required by Section 3.1. In taking such action, Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of Motor Vehicle Loans, and as are otherwise consistent with the standard of care required by under Section 4.013.1, which practices shall include exercising any rights under the Dealer Agreements and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceedsproceeds or pursuing any deficiency claim against the related Obligor, but only out of the cash proceeds of the sale of such Financed Vehicle, Vehicle or any deficiency obtained from the related Obligor or any amounts received from recourse Obligor. The foregoing shall be subject to the provision that, in any case in which a Financed Vehicle shall have suffered damage, Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Liquidation Proceeds of the related DealerReceivable by an amount equal to or greater than the amount of such expenses. (b) If Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, the act of commencement shall be deemed to be an automatic assignment from Trustee to Servicer of the rights under such Dealer Agreement. If, however, in any enforcement suit or legal proceeding, it is held that Servicer may not enforce a Dealer Agreement on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Trustee, on behalf of the Trust, at Servicer's expense, shall take such steps as Servicer deems necessary to enforce the Dealer Agreement, including bringing suit in its name or the names of the Holders.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyTrust, the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise comparably convert the ownership of and liquidate any Financed Vehicle securing that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable with respect secured by the Financed Vehicle (and shall specify such Receivables to the Trustee no later than the Determination Date following the end of the Collection Period in which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the made such determination). The Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to shall follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard advisable and as shall be customary and usual in its servicing of care required by Section 4.01motor vehicle receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealer Recourse, the sale of selling the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy sale and other actions by the Servicer in order to realize upon such a Receivable; provided. The Servicer shall be entitled to recover its reasonable Liquidation Expenses with respect to each Defaulted Receivable. All Net Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in the Certificate Account in the manner specified in Section 14.02. The foregoing is subject to the proviso that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the related Liquidation Proceeds of the related Receivable by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent (a) On behalf of Issuer, Servicer shall charge off a Receivable in accordance with the standardsits customary standards (and, policies in no event later than [____] days after a Receivable shall have become delinquent) and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing any Defaulted Receivable as soon as feasible after such Receivable becomes a Receivable Defaulted Receivable, in accordance with respect to which the standard of care required by Section 4.1. In taking such action, Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of Motor Vehicle Loans, and as are otherwise consistent with the standard of care required by under Section 4.014.1, which practices shall include exercising any rights under the Dealer Agreements and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceedsproceeds or pursuing any deficiency claim against the related Obligor, but only out of the cash proceeds of the sale of such Financed Vehicle, Vehicle or any deficiency obtained from the related Obligor or any amounts received from recourse Obligor. The foregoing shall be subject to the provision that, in any case in which a Financed Vehicle shall have suffered damage, Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Liquidation Proceeds of the related DealerReceivable by an amount equal to or greater than the amount of such expenses. (b) If Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, the act of commencement shall be deemed to be an automatic assignment from Issuer to Servicer of the rights under such Dealer Agreement. If, however, in any enforcement suit or legal proceeding, it is held that Servicer may not enforce a Dealer Agreement on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Owner Trustee, on behalf of Issuer, at Servicer's expense, shall take such steps as Servicer deems necessary to enforce the Dealer Agreement, including bringing suit in Issuer's name or the name of Owner Trustee or Indenture Trustee.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely. The Servicer shall begin such repossession and conversion procedures as soon as practicable after default on such Receivable, but in no event later than the date on which all or any portion of an Obligor's Scheduled Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon on a Receivable; provided, however, that that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the (a) The Servicer shall use commercially reasonable efforts on behalf of the Issuer, in accordance with the standard of care required under Section 3.01, to repossess or otherwise convert the ownership of and liquidate any each Financed Vehicle securing a Receivable with respect to which Defaulted Receivable. In taking such action, the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of comparable motor vehicle installment sale contracts, and as are otherwise consistent with the standard of care required under Section 3.01. The Servicer shall be entitled to recover all reasonable expenses incurred by Section 4.01it with respect to realizing on a Defaulted Receivable, which practices including such expenses incurred in the course of repossessing and procedures may include reasonable efforts to realize upon any recourse to Dealersliquidating a Financed Vehicle into cash proceeds, the sale but only out of the related cash proceeds of such Financed Vehicle at public or private saleand any deficiency amount obtained from the Obligor. The foregoing is subject to the proviso that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than or Recoveries of the expense for such repair or repossession. The related Receivable. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, the act of commencement shall be deemed to be an automatic assignment from the Issuer to the Servicer of the rights of recourse under such Dealer Agreement. If, however, in any enforcement suit or legal proceeding, it is held that the Servicer may not enforce a Dealer Agreement on the grounds that it is not a real party in interest or a Person entitled to recover all reasonable expenses incurred by it enforce the Dealer Agreement, the Owner Trustee, at the Servicer's expense and direction, shall take such steps as the Servicer deems necessary to enforce the Dealer Agreement, including bringing suit in its name or the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out names of the cash proceeds of Indenture Trustee, the sale of such Financed Vehicle, any deficiency obtained from the related Obligor Securityholders or any amounts received from recourse to the related Dealerof them.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall use reasonable efforts efforts, consistent with its customary standards, policies and procedures, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have determined that eventual payment to be a Defaulted Receivable or otherwise (and shall specify any such Defaulted Receivable to the Indenture Trustee no later than the Determination Date following the Collection Period in full is unlikely; provided, however, that which the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to shall have made such Receivable would not be greater than the expense of such repossessiondetermination). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary practices standards, policies and procedures as it shall deem necessary or advisable, consistent with the standard advisable in its servicing of care required by Section 4.01comparable receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the sale of the related Financed Vehicle at public or private sale, . The Servicer shall be entitled to recover from proceeds all reasonable expenses incurred by it in the submission course of claims under an insurance policy and other actions converting the Financed Vehicle into cash proceeds. The Liquidation Proceeds (net of such expenses) realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in order the Collection Account in the manner specified in Section 4.2 and shall be applied to realize upon a reduce (or to satisfy, as the case may be) the Purchase Amount of the Receivable; provided, howeverif such Receivable is to be repurchased by the Seller pursuant to Section 2.3, that or is to be purchased by the Servicer pursuant to Section 3.7. The foregoing shall be subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent with (a) On behalf of the standards, policies and procedures required by this Agreement Trust and the Credit and Collection PolicySecurityholders, the Servicer shall use reasonable its best efforts, consistent with the servicing procedures set forth herein, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall commence efforts to repossess or otherwise convert the ownership of and liquidate any a Financed Vehicle securing or sell the related Receivable to an unaffiliated third-party on or prior to the date that an Obligor has failed to make more than 90% of a Scheduled Receivable with respect to which the Servicer shall have determined that eventual payment Payment thereon in full is unlikelyexcess of $10 for 120 days or more; provided, however, that the Servicer may elect not to repossess a Financed Vehicle commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of automotive receivables, consistent with the standard standards of care required by set forth in Section 4.014.2, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers and selling the sale of the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount materially greater than the expense amount of such expenses. (b) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 120 days delinquent, and shall have the right to direct the Grantor Trust to sell any such Receivable to such third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Grantor Trust pursuant to this Section 4.3(b) in the aggregate; provided further, that the Servicer may elect to not direct the Grantor Trust to sell a Receivable that has become more than 120 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third party purchaser pursuant to this Section 4.3(b), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third party purchasers that is materially adverse to the interest of the Securityholders. The Grantor Trust shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such repair or repossessionReceivables. The Servicer shall be entitled remit or cause the third-party purchaser to recover remit all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash sale proceeds of from the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse Receivables to the related DealerCollection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. (c) The Trust and the Grantor Trust agree to comply with the reasonable requests of the Servicer in connection with its exercise of remedies against Obligors and Financed Vehicles as described in this Article IV.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyTrust, the Servicer shall use reasonable efforts efforts, consistent with its customary servicing procedures, to repossess or otherwise convert take possession of the ownership of and liquidate any Financed Vehicle securing a any Receivable with respect to which the Servicer shall have determined that eventual payment to be a Defaulted Receivable or otherwise (and shall specify any such Defaulted Receivable to the Trustee no later than the Determination Date following the Collection Period in full is unlikely; provided, however, that which the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to shall have made such Receivable would not be greater than the expense of such repossessiondetermination). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisable, consistent with the standard advisable in its servicing of care required by Section 4.01new or used automobile and light-duty truck receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the sale of the related Financed Vehicle at public or private sale, . The Servicer shall be entitled to recover from proceeds all reasonable expenses incurred by it in the submission course of claims under an insurance policy and other actions converting the Financed Vehicle into cash proceeds. The Liquidation Proceeds (net of such expenses) realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in order the Collection Account in the manner specified in Section 7.2 and shall be applied to realize upon a reduce (or to satisfy, as the case may be) the Purchase Amount of the Receivable; provided, howeverif such Receivable is to be repurchased by the Depositor pursuant to Section 5.2, that or is to be purchased by the Servicer pursuant to Section 6.6. The foregoing shall be subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment sole discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds of the related Receivable by an amount materially equal to or greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent with (a) On behalf of the standards, policies and procedures required by this Agreement Trust and the Credit and Collection Policy, Secured Parties the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the . The Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisable, consistent with the standard advisable in its servicing of care required by Section 4.01automotive receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers and selling the sale of the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds Proceeds. After appropriate disposition of the Financed Vehicle, the Servicer shall also take such measures as it deems reasonable and appropriate to realize value in respect of any deficiency balance of the Receivable including pursuit of action on behalf of the Trust and/or the Secured Parties against the Obligor or public or private sale of the remaining interest of the Trust and/or the Secured Parties in such Receivable. (b) Unless otherwise stated in this Agreement, the Servicer shall either purchase or liquidate each Financed Vehicle that has not previously been liquidated and that secures, or previously secured, a Defaulted Receivable either (i) by an amount materially greater than the expense for end of the Collection Period preceding the final scheduled Payment Date during the life of the Trust or (ii) if earlier, by the end of the ninth Collection Period following the Collection Period during which such repair or repossessionReceivable became a Defaulted Receivable. The Any purchase of a Financed Vehicle by the Servicer shall be entitled made at a price equal to recover all reasonable expenses incurred by it in the course fair market value of repossessing and liquidating a the Financed Vehicle into cash proceeds, but only out of as determined by the cash proceeds of Servicer in accordance with the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related DealerServicer's normal servicing standards.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyServicing Standard, the Servicer shall use commercially reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely. The Servicer shall begin such repossession and conversion procedures as soon as practicable after default on such Receivable in accordance with the Servicing Standard; provided, however, that the Servicer may elect will not to repossess or otherwise convert the ownership of a Financed Vehicle within such time period if in its good faith judgment it determines calculates that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall reasonably deem necessary or advisable, consistent with the standard of care required by Section 4.01Servicing Standard, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of that are reasonably allocated to repossessing and liquidating a Financed Vehicle into cash proceedsproceeds (other than overhead), but only out of the cash proceeds of the sale of such Financed Vehicle, Vehicle or any deficiency obtained from the related Obligor or any amounts received Obligor. (b) If the Servicer elects to commence a Proceeding to enforce a Dealer Agreement, the act of commencement shall be deemed to be an automatic assignment from recourse the Issuer to the related DealerServicer of the rights of recourse under such Dealer Agreement. If, however, in any Proceeding, it is held that the Servicer may not enforce a Dealer Agreement on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, the Issuer, at the Servicer’s expense and direction, shall take such steps as the Servicer deems necessary to enforce the Dealer Agreement, including bringing suit in its name or the names of the Indenture Trustee, not in its individual capacity, but solely as Indenture Trustee on behalf of the Issuer, or the Holders of the Notes.

Realization upon Receivables. Consistent with On behalf of the standardsTrust, policies and procedures required by this Agreement the Securityholders and the Credit and Collection PolicyNote Insurer, the Servicer shall use reasonable its best efforts, consistent with the servicing procedures set forth herein, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall commence efforts to repossess or otherwise convert the ownership of and liquidate any a Financed Vehicle securing or sell the related Receivable to an unaffiliated third-party on or prior to the date that an Obligor has failed to make more than 90% of a Scheduled Receivable with respect to which the Servicer shall have determined that eventual payment Payment thereon in full is unlikelyexcess of $10 for 120 days or more; provided, however, that the Servicer may elect not to repossess a Financed Vehicle commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of automotive receivables, consistent with the standard standards of care required by set forth in Section 4.014.2, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers or Consumer Lenders and selling the sale of the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Master Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Master Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full no event later than the date on which 10% or more of a Scheduled Payment has become 150 days delinquent (other than in the case of Financed Vehicles where neither the Financed Vehicle nor the Obligor can be physically located by the Master Servicer (using procedures consistent with the standards, policies and procedures of the Master Servicer required by this Agreement) and other than in the case of an Obligor who is unlikelysubject to a bankruptcy proceeding); provided, however, that the Master Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Master Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions actions, including, without limitation, entering into settlements with Obligors, by the Master Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Master Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Master Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of from the cash liquidation proceeds of the vehicle or under the related Dealer Agreement. The Master Servicer shall recover such reasonable expenses based on the information contained in the Master Servicer's Certificate delivered on the related Determination Date. The Master Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Master Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Master Servicer elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Master Servicer of the rights under such Dealer Agreement and Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Master Servicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee, at the Master Servicer's written direction and expense, or the Seller, at the Seller's expense, shall take such steps as the Master Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee for the benefit of the Securityholders. All amounts recovered shall be remitted directly by the Master Servicer as provided in Section 4.2(d). (c) The Master Servicer agrees that prior to delivering any repossessed Finance Vehicle for sale to any dealer, it shall make such filings and effect such notices as are necessary under Section 9-114(1) of the UCC to preserve the Trust's ownership interest (or security interest, as the case may be) in such repossessed Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c) hereof, and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Receivables Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealers and Third-Party Lenders, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse the related Dealer or Third-Party Lender, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the related Dealerextent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third party purchasers which is materially adverse to the interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables directly to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Trust to sell Receivables pursuant to Section 4.3(c) hereof, and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Receivables Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionTrust to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, including costs to repair the Financed Vehicle, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if UACC is no longer the Servicer, UACC at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to UACC at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or UACC, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee, at UACC’s expense or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the Servicer, the Seller or the Trust to purchase from the Trust any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Trust to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Closing Date may be sold by the Trust pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Trust to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third party purchasers which is materially adverse to the interest of the Noteholders or the Insurer. The Trust shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Trust for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables directly to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. (d) Upon the occurrence of a Xxxxx 0 Xxxxxxx Xxxxx, the Servicer shall, within 30 Business Days, send notice to the Obligors, provide an updated list of Obligors a list of active branch offices to the Backup Servicer or the Designated Backup and post payment instruction signage at each branch directing payments to be made to the appropriate post office box. (e) Upon the occurrence of a Level 3 Trigger Event (as defined in the Spread Account Agreement), the Servicer shall (i) within 21 Business Days, send notice to the Obligors that payments must be mailed to the Servicer’s service provider, (ii) within 5 Business Days, send written notice to the Backup Servicer and the Designated Backup Servicer of the occurrence of such Trigger Event and request that the Designated Backup Subservicer provide the Servicer with revised payment instructions and (iii) post any payment instruction signage provided by the Backup Servicer or the Designated Backup Subservicer in plain view at each branch.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unlikely unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures Customary Servicing Practices as it shall deem necessary or advisable, consistent with the standard follows in its servicing of care required by Section 4.01comparable motor vehicle receivables, which practices practices, policies and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the sale of the related Financed Vehicle Vehicles at public or private sale, the submission of claims under an insurance policy sale and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not be required to expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall reasonably determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair expenses. After repossession of a Financed Vehicle, the Servicer shall in accordance with its Customary Servicing Practices sell such Financed Vehicle in a public or private sale as soon as is practicable after repossession, subject to any applicable laws. The Servicer is authorized to take any and all actions necessary or appropriate on behalf of the Issuer to evidence the sale of the Financed Vehicle at public or private sale free from any Lien or other interest of the Issuer or the Indenture Trustee. The Servicer shall be entitled to recover all reasonable expenses incurred by it in receive Liquidation Expenses with respect to each Defaulted Receivable at such time as the course of repossessing and liquidating Receivable becomes a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained Defaulted Receivable from the related Obligor or Liquidation Proceeds. If the Depositor purchases any amounts received from recourse Deficiency Balance pursuant to Section 3.7(b) of the Sale Agreement, net proceeds of any such sale allocable to the related DealerReceivable will constitute Liquidation Proceeds, and the sole right of the Issuer and the Indenture Trustee with respect to any such Receivable will be to receive such Liquidation Proceeds. Upon such sale, (i) the Indenture Trustee shall release the lien on any Deficiency Balance sold to the Depositor and (ii) the Servicer will xxxx its computer records indicating that any such Receivable has been sold.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.. 7 (2021-A Sale and Servicing Agreement)

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c), and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects in its reasonable judgment sole discretion, that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third-party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than [ ] days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than [ ]% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than [ ] days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third-party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third-party purchasers which is materially adverse to the interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall use reasonable efforts its best efforts, consistent with its customary servicing procedures, to repossess or otherwise convert the ownership of and liquidate the Financed Vehicles securing any Financed Vehicle securing a Receivable with respect as to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the . The Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisable, consistent with advisable in its servicing of the standard of care required by Section 4.01Receivables, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers and selling the sale of the related Financed Vehicle at public or private sale. The Servicer shall be entitled to reimbursement out of recoveries on such Defaulted Receivable for its reasonable, out-of-pocket costs and expenses incurred in realizing upon any Financed Vehicle securing any Receivable that becomes a Defaulted Receivable or in attempting to repossess any Financed Vehicle and in prosecuting legal action against any Obligor in respect of any Receivable. The foregoing shall be subject to the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; providedprovision that, however, that in any case in which the Financed Vehicle shall have suffered damage, (i) the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for amount of its expenses in connection with such repair or and/or repossession. The , and (ii) the Servicer shall be entitled may, subject to recover all reasonable expenses incurred by it in Section 4.01, allow Obligors to use the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of applicable Insurance Policy to repair or replace such Financed Vehicle, any deficiency obtained from Vehicle rather than to prepay the related Obligor or any amounts received from recourse to the related DealerReceivable.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full no event later than the date on which 10% or more of a Scheduled Payment has become 150 days delinquent (other than in the case of Financed Vehicles where neither the Financed Vehicle nor the Obligor can be physically located by the Servicer (using procedures consistent with the standards, policies and procedures of the Servicer required by this Agreement) and other than in the case of an Obligor who is unlikelysubject to a bankruptcy proceeding); provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealers or Alliance Relationships, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions actions, including, without limitation, entering into settlements with Obligors, by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of from the cash liquidation proceeds of the sale vehicle or under the related Dealer Agreement or Alliance Agreement. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such Financed Vehicletax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, any deficiency obtained Dealer Assignment, Alliance Agreement or Alliance Assignment, the act of commencement shall be deemed to be an automatic assignment from the related Obligor or any amounts received from recourse Trust to the related DealerServicer of the rights under such Dealer Agreement, Dealer Assignment, Alliance Agreement or Alliance Assignment, for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Dealer Agreement, Dealer Assignment, Alliance Agreement or Alliance Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce such Dealer Agreement, Dealer Assignment, Alliance Agreement or Alliance Assignment, the Indenture Trustee, at the Servicer’s written direction and expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce such Dealer Agreement, Dealer Assignment, Alliance Agreement or Alliance Assignment, including bringing suit in its name or the name of the Seller, the Trust or the Owner Trustee. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(d) or 4.2(e), as applicable.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects in its reasonable judgment sole discretion, that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Servicer, in its sole discretion, may in accordance with its customary servicing policies and procedures sell any Receivable’s deficiency balance. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Lockbox Account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(d)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if Exeter is no longer the Servicer, Exeter at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to Exeter at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or Exeter, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee and/or the Indenture Trustee, at Exeter’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Indenture Trustee for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(d).

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyTrust, the Servicer shall use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Net Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately 33 (Nissan 2012-B Sale and Servicing Agreement) recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary practices Customary Servicing Practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of Dealer Recourse and selling the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall will increase the related Net Liquidation Proceeds by an amount materially greater than Proceeds. If in any enforcement suit or legal proceeding it is held that the expense for such repair Seller or repossession. The the Servicer shall be may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to recover all enforce the Receivable, the Issuer, and the Indenture Trustee on behalf of the Noteholders, shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable expenses incurred by it steps as the Seller or the Servicer deems necessary to enforce the Receivable, including bringing suit in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out name or names of the cash proceeds of Issuer, the sale of such Financed Vehicle, any deficiency obtained from Certificateholders or the related Obligor or any amounts received from recourse to the related DealerNoteholders.

Realization upon Receivables. Consistent On behalf of the Purchaser, the Sub-Servicer shall use its reasonable best efforts, consistent with the standardsservicing procedures set forth herein, policies and procedures to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Sub-Servicer shall have determined (or should have determined as required by this Agreement and in accordance with the Credit and Collection Policy, the ) eventual payment in full is unlikely. The Sub-Servicer shall use reasonable commence efforts to repossess or otherwise convert the ownership of and liquidate any a Financed Vehicle securing on or prior to the last day of the month in which an Obligor has failed to make all or part of a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikelyScheduled Payment thereon for ninety-one (91) days or more; provided, however, that the Sub-Servicer may elect not to repossess a Financed Vehicle commence such efforts within such time period if in its good faith and reasonable judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance, in which case, such Receivable shall constitute a Defaulted Receivable. Notwithstanding the expense of such repossession. In repossessing foregoing, the Sub-Servicer shall commence efforts to repossess or otherwise converting convert the ownership of a Financed Vehicle on or prior to the date that an Obligor has failed to make all or a part of a Scheduled Payment for one hundred eighty (180) days or more. The Sub-Servicer shall use all reasonable efforts to maximize collections on Receivables and liquidating a Receivable, the Servicer is authorized to follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of automotive receivables, consistent with the standard standards of care required by Section 4.01set forth in Sections 3.1 and 3.2, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealersrepurchase obligations of the originator, the sale of Sub-Servicer, or the related Transferor and selling the Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, howeverthat the Sub-Servicer shall sell all repossessed Financed Vehicles at auction unless it determines in its good faith and reasonable judgment either that it would be impractical to do so or that the proceeds ultimately recoverable with respect to such Receivable would be increased by an alternative sale procedure (including sale to DTCS); provided, further, that no repossessed Financed Vehicles will be placed on consignment with any other Person. The foregoing shall be subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Sub-Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its good faith and reasonable judgment discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course All amounts received upon liquidation of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of shall be remitted directly by the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related DealerSub-Servicer as provided in Section 4.3.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policyits Customary Servicing Practices, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikelypracticable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine expects in its reasonable judgment sole discretion, that such repair or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Servicer, in its sole discretion, may in accordance with its Customary Servicing Practices sell any Receivable’s deficiency balance. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Lockbox Account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of Liquidation Proceeds received during the cash proceeds of Collection Period in which such expenses were incurred or, to the sale extent not reimbursed, from the Liquidation Proceeds of such Financed VehicleVehicle if received during a subsequent Collection Period, with any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer., which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the extent of such

Realization upon Receivables. Consistent with (a) In the standardsevent that any payment due under any Receivable is not paid when the same becomes due and payable, policies or in the event the related Obligor fails to perform any other covenant or obligation under the Receivable and procedures required by this Agreement and the Credit and Collection Policysuch failure continues beyond any applicable grace period, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable take such actions as (i) it would take under similar circumstances with respect to which a similar motor vehicle retail installment contract or motor vehicle installment loan note held for its own account for investment, (ii) shall be consistent with Servicing Standard, and (iii) it shall determine prudently to be in the best interest of the Trust. In connection herewith, the Servicer shall have determined that eventual payment in full is unlikelyfrom its own funds make all necessary and proper Servicing Advances, subject to reimbursement pursuant to Section 4.09; provided, however, that the foregoing shall not be construed to require the Servicer may elect not to repossess a undertake repossession, restoration or preservation of any Financed Vehicle if in its good faith judgment it determines Vehicle, unless the Servicer shall determine (x) that such preservation, restoration and/or repossession will increase the proceeds ultimately of liquidation of the Receivable after reimbursement to itself for such expenses and (y) that expenses in connection with such repossession, restoration or repossession will be recoverable either through Liquidation Proceeds or through Insurance Proceeds. The recovery of expenses incurred by the Servicer shall be limited to Liquidation Proceeds, Insurance Proceeds and Deficiency Balance recoveries with respect to such Receivable would not be greater than the expense of such repossession. Receivable. (b) In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivableconnection with any Deficiency Balance, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent in accordance with the standard Servicing Standard will (A)(i) pursue collection of care required by Section 4.01the deficiency for a period of no more than 120 days, which practices may be extended an additional 60 days if, in the Servicer's reasonable judgment such extension will maximize recovery of the Deficiency Balance and procedures may include reasonable efforts then (ii) refer the related account to realize upon any recourse (x) its routinely preferred third party collector or (y) such other third party collector as approved by the Issuer (the entity hired pursuant to Dealersclause (x) or (y), the sale "Collector"), which will pursue collection of such Deficiency Balance; or (B) refer the related account directly to the Collector as provided in (A)(ii) above, if, in the Servicer's reasonable judgment referral of such account to the Collector will maximize recovery of the related Financed Vehicle at public or private sale, Deficiency Balance. In the submission of claims under an insurance policy and other actions by event the Servicer in order refers the related account to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damageCollector, the Servicer shall not expend funds in connection with no longer remain obligated or be liable to any repair or towards other party for the repossession collection of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossessionReceivable. The Servicer shall be entitled to recover all reasonable expenses incurred shall, in accordance with Section 5.02(a), remit any amounts collected by it in or remitted to it by the course of repossessing and liquidating Collector (from which the Collector may net a Financed Vehicle into cash proceeds, but only out portion of the cash proceeds Collector's costs, expenses and other charges not to exceed an amount equal to 40% of the sale of recovery amount prior to deducting such Financed Vehiclecosts, any deficiency obtained from the related Obligor or any amounts received from recourse expenses and charges) in regards to the related Dealersuch Deficiency Balance.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.. 6 (2024-C Sale and Servicing Agreement)

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c) hereof, and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Receivables Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealers and Third-Party Lenders, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse the related Dealer or Third-Party Lender, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the related Dealerextent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third party purchasers which is materially adverse to the interest of the Noteholders or the Insurer. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables directly to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall will use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unlikely unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to will follow such customary practices and procedures Customary Servicing Practices as it shall deem deems necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, any Dealer and selling the sale of the related Financed Vehicle at public or private sale. The foregoing will be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have has suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine determines in its reasonable judgment sole discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Servicer, in its sole discretion, may in accordance with its Customary Servicing Practices sell any Receivable’s deficiency balance. Net proceeds of any such sale allocable to the Receivable will constitute Liquidation Proceeds, and the sole right of the Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, the Servicer will mark its computer records indicating that any such receivable sold is no longer a Receivable. The Servicer shall be entitled is authorized to recover take any and all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out actions necessary or appropriate on behalf of the cash proceeds of Issuer to evidence the sale of such Financed Vehicle, the Receivable free from any deficiency obtained from Lien or other interest of the related Obligor Issuer or any amounts received from recourse to the related Dealer.Indenture Trustee. 8 2023-1 Sale & Servicing Agreement

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.. 7 (2024-B Sale and Servicing Agreement)

Realization upon Receivables. Consistent (a) On behalf of the Noteholders and the Issuer and consistent in all material respects with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment in full payments thereunder are not likely to be resumed, as soon as is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to practicable after default on such Receivable would not be greater but in no event later than the expense of such repossession. In repossessing date on which ten percent (10%) or otherwise converting the ownership more of a Financed Vehicle Scheduled Obligor Payment remains unpaid for one hundred eighty (180) or more days from the date on which it is due and liquidating a Receivable, the payable. The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.016.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealersthe Dealers (it being understood that if the Backup Servicer is acting as successor Servicer, the sale of it shall have no duty to enforce such remedy), selling the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its discretion that there is a reasonable judgment likelihood that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense amount of such expenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Local Bank Account (or, if the Backup Servicer is acting as successor Servicer, for such repair or repossessiondeposit into the Backup Servicer Account) as soon as practicable, but in no event later than two (2) Business Days after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceedsVehicle, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, which amounts may be retained by the Servicer (and shall not be required to be deposited into the Local Bank Account (or, if the Backup Servicer is acting as successor Servicer, into the Backup Servicer Account)) to the extent of such expenses. The Servicer shall recover such reasonable expenses based on the information contained in the Monthly Servicer Report delivered on the related Determination Date. The Servicer shall pay on behalf of the Issuer any personal property taxes assessed on repossessed Financed Vehicles; the Servicer shall be entitled to reimbursement of any such tax from Recoveries with respect to such Receivable. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, the act of commencement shall be deemed to be an automatic assignment from the Indenture Trustee to the Servicer of the rights under such Dealer Agreement for purposes of collection only. If, however, in any enforcement suit or legal proceeding, it is held that the Servicer may not enforce a Dealer Agreement on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, the Indenture Trustee, at the Servicer's expense, or the Issuer, at the Issuer's expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, including bringing suit in its name or the name of the Issuer, the Depositor, the Contributor or the Indenture Trustee for the benefit of the Noteholders. All amounts recovered (less the expenses of such enforcement) shall be remitted directly by the Servicer to the Local Bank Account (or, if the Backup Servicer is acting as successor Servicer, to the Backup Servicer Account) as soon as practicable, but in no event later than two (2) Business Days after receipt thereof.

Realization upon Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Receivable Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Originating Affiliates and Third-Party Lenders, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer, Originating Affiliate or Third-Party Lender, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer of the rights under such Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner Trustee and/or the Trust Collateral Agent, at the Servicer’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e).

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement Trust and the Credit and Collection PolicyCertificateholders, the Servicer shall use reasonable its best efforts, consistent with its customary servicing procedures, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall commence efforts to repossess or otherwise convert the ownership of and liquidate any a Financed Vehicle securing on or prior to the date that all or a Receivable with respect to which the Servicer shall have determined that eventual payment portion of a Scheduled Payment thereon in full excess of five percent (5%) of such Scheduled Payment is unlikely120 days or more delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisable, advisable in its servicing of automotive receivables and that are consistent with the standard of care required by Section 4.01prudent industry standards, which practices and procedures may include reasonable its best efforts to realize upon any recourse to Dealers, Dealers and selling the sale of the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or repossession shall will increase the related Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course dispose of repossessing and liquidating a any Financed Vehicle into cash proceeds, but only out of acquired by the cash proceeds of the sale of such Trust as soon as practicable. The Trust shall not accept any consideration for any acquired Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related DealerVehicle other than cash.

Realization upon Receivables. Consistent with (a) On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyGrantor Trust, the Servicer shall will use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession, that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance or that repossessing such Financed Vehicle would otherwise not be greater than consistent with the expense of such repossessionServicer’s Customary Servicing Practices. In repossessing or otherwise converting The Servicer will use commercially reasonable efforts consistent with its Customary Servicing Practices to maximize net proceeds from the ownership repossession of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures Customary Servicing Practices as it shall deem deems necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the sale of the related Financed Vehicle at public or private sale. The foregoing will be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have has suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase Vehicle. (b) In addition, the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled may from time to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, time (but only out is not required to) sell any Charged-Off Receivables on behalf of the cash Issuing Entity or the Grantor Trust in accordance with its Customary Servicing Practices; provided, however, (i) that each sale must be made at a price equal to the fair market value of such Charged-Off Receivable in immediately available funds and (ii) the aggregate Unpaid Charged-Off Balances of Charged-Off Receivables sold to Third-Party Purchasers shall not exceed 15% of the Pool Balance as of the Cutoff Date. To facilitate any such sale the Servicer may, in accordance with its Customary Servicing Practices, purchase from the Grantor Trust such Charged-Off Receivable for a purchase price equal to the proceeds of received by the Servicer from a Third Party Purchaser for the sale of such Financed VehicleCharged-Off Receivable or may (A) direct the Grantor Trust to sell any Charged-Off Receivable to a Third Party Purchaser or (B) direct the Grantor Trust to enter into one or more Forward Commitment Transfers in connection with the sale of a Charged-Off Receivable. Subject to Section 2.3(c), net proceeds of any deficiency obtained from the related Obligor or any amounts received from recourse such sale allocable to the related DealerReceivable will constitute Liquidation Proceeds, and the sole right of the Issuing Entity, the Grantor Trust and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, the Servicer will mark its computer records indicating that any such sold Receivable is no longer a Receivable. The Servicer is authorized to take any and all actions necessary or appropriate on behalf of the Issuing Entity or the Grantor Trust to evidence the sale of the Financed Vehicle at a public or private sale or the sale of the Receivable to the Servicer to facilitate a Charged-Off Receivable sale pursuant to the provisions of this paragraph, in each case, free from any Lien or other interest of the Issuing Entity, the Grantor Trust or the Indenture Trustee. (c) Each of the Issuing Entity, the Grantor Trust and the Indenture Trustee hereby agrees that the Servicer may, in connection with any sale of a Charged-Off Receivable contemplated by Section 2.3(b) and in accordance with its Customary Servicing Practices, (i) make representations and warranties (to the extent not more expansive than the representations and warranties in Section 4.1) and provide indemnities (to the extent not more than more expansive than the indemnities set forth in Section 4.2) for the benefit of the Third-Party Purchaser if and to the extent required by such Third-Party Purchaser, (ii) reimburse the Third-Party Purchaser’s costs in the event such Charged-Off Receivable, at the time of sale to such Third-Party Purchaser, was an Unenforceable Receivable, and such reimbursement shall be deemed to be a Liquidation Expense (provided, that such deemed Liquidation Expense shall not exceed the Purchase Price of such Charged-Off Receivable), and (iii) execute all agreements and documents reasonably required to be executed by the Servicer in connection with any sale of a Charged-Off Receivable; provided, however, that any such agreement be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Servicer, the Grantor Trust, the Issuing Entity, or the Indenture Trustee than those set forth in the Transaction Documents.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the (a) The Master Servicer shall use commercially reasonable efforts on behalf of the Issuer, in accordance with the standard of care required under Section 3.01, to repossess or otherwise convert the ownership of and liquidate any each Financed Vehicle securing a Receivable with respect to which Defaulted Receivable. In taking such action, the Master Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of comparable motor vehicle installment sale contracts and installment loans, and as are otherwise consistent with the standard of care required under Section 3.01. The Master Servicer shall be entitled to recover all reasonable expenses incurred by Section 4.01it with respect to realizing on a Defaulted Receivable, which practices including such expenses incurred in the course of repossessing and procedures may include reasonable efforts to realize upon any recourse to Dealersliquidating a Financed Vehicle into cash proceeds, the sale but only out of the related cash proceeds of such Financed Vehicle at public or private saleand any deficiency amount obtained from the Obligor. The foregoing is subject to the proviso that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Master Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or repossession shall increase the related Net Liquidation Proceeds by an amount materially greater than or Recoveries of the expense for such repair or repossession. The related Receivable. (b) If the Master Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, the act of commencement shall be deemed to be an automatic assignment from the Issuer to the Master Servicer of the rights of recourse under such Dealer Agreement. If, however, in any enforcement suit or legal proceeding, it is held that the Master Servicer may not enforce a Dealer Agreement on the grounds that it is not a real party in interest or a Person entitled to recover all reasonable expenses incurred by it enforce the Dealer Agreement, the Owner Trustee, at the Master Servicer’s expense and direction, shall take such steps as the Master Servicer deems necessary to enforce the Dealer Agreement, including bringing suit in its name or the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out names of the cash proceeds of Indenture Trustee, the sale of such Financed Vehicle, any deficiency obtained from the related Obligor Securityholders or any amounts received from recourse to the related Dealerof them.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.. 7 (2024-A Sale and Servicing Agreement)

Realization upon Receivables. Consistent with (a) On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unlikely unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures Customary Servicing Practices as it shall deem necessary or advisable, consistent with the standard follows in its servicing of care required by Section 4.01comparable motor vehicle receivables, which practices practices, policies and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the sale of the related Financed Vehicle Vehicles at public or private sale, the submission of claims under an insurance policy sale and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not be required to expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall reasonably determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair expenses. After repossession of a Financed Vehicle, the Servicer shall in accordance with its Customary Servicing Practices sell such Financed Vehicle in a public or private sale as soon as is practicable after repossession, subject to any applicable laws. The Servicer is authorized to take any and all actions necessary or appropriate on behalf of the Issuer to evidence the sale of the Financed Vehicle at public or private sale free from any Lien or other interest of the Issuer or the Indenture Trustee. The Servicer shall be entitled to recover all reasonable expenses incurred by it in receive Liquidation Expenses with respect to each Defaulted Receivable at such time as the course of repossessing and liquidating Receivable becomes a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained Defaulted Receivable from the related Obligor Liquidation Proceeds. (b) The Servicer may from time to time (but is not required to) sell any Deficiency Balance in accordance with its Customary Servicing Practices; provided, however, that (i) such sale must be to a Person who is not an Affiliate of the Servicer, (ii) each sale must be made at a price equal to the fair market value of such Deficiency Balance in cash in immediately available funds and (iii) such sale must be without recourse, representation or warranty by the Issuer or the Servicer (other than any amounts received from recourse representation or warranty regarding the absence of Liens, that the Issuer has good title to the Deficiency Balance, or similar representation or warranty). Net proceeds of any such sale allocable to the related DealerReceivable will constitute Liquidation Proceeds, and the sole right of the Issuer and the Indenture Trustee with respect to any such Receivable will be to receive such Liquidation Proceeds. Upon such sale, (i) the Indenture Trustee shall release the lien on any Deficiency Balance sold and (ii) the Servicer will xxxx its computer records indicating that any such Receivable has been sold.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.. 7 (2020-B Sale and Servicing Agreement)

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c) hereof, and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Receivables Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealers and Third-Party Lenders, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse the related Dealer or Third-Party Lender, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the related Dealerextent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool at the end of the Funding Period may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third party purchasers which is materially adverse to the interest of the Noteholders or the Insurer. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables directly to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c) hereof, and consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyAgreement, the Servicer shall use reasonable its best efforts to repossess (or otherwise comparably convert the ownership of of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have has determined that eventual payment payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Receivables Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than increased by forbearance or if it instead elects to direct the expense of such repossessionIssuer to sell the Receivables pursuant to Section 4.3(c). In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.014.1, which practices and procedures may include reasonable efforts to realize upon any recourse to DealersDealers and Third-Party Lenders, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable; provided. The foregoing is subject to the provision that, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion that such repair or and/or repossession shall increase the proceeds of liquidation of the related Liquidation Proceeds Receivable by an amount materially greater than the expense for amount of such repair or repossessionexpenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse the related Dealer or Third-Party Lender, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the related Dealerextent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e). (c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the sum of the number of Initial Receivables and Subsequent Receivables may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third party purchasers which is materially adverse to the interest of the Noteholders or the Insurer. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables directly to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

Realization upon Receivables. Consistent with On behalf of the standardsPurchaser, policies and procedures required by this Agreement the Trustee, the Note Purchasers and the Credit and Collection PolicyNoteholders, the Servicer shall use reasonable its best efforts, consistent with the servicing procedures set forth herein, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall commence efforts to repossess or otherwise convert the ownership of and liquidate any a Financed Vehicle securing on or prior to the date that an Obligor has failed to make more than 90% of a Scheduled Receivable with respect to which the Servicer shall have determined that eventual payment Payment thereon in full is unlikelyexcess of $10 for 120 days or more; providedPROVIDED, howeverHOWEVER, that the Servicer may elect not to repossess a Financed Vehicle commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to shall follow such customary and usual practices and procedures as it shall deem necessary or advisableadvisable in its servicing of automotive receivables, consistent with the standard standards of care required by set forth in Section 4.014.2, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, Dealers or Consumer Lenders (if such Consumer Lender is not the sale of Seller) and selling the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment discretion exercised in good faith that such repair or and/or repossession shall will increase the related Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale amount of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealerexpenses.

Realization upon Receivables. Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.. 7 (2018-B Sale and Servicing Agreement)

Realization upon Receivables. Consistent with On behalf of the standards, policies and procedures required by this Agreement and the Credit and Collection PolicyIssuer, the Servicer shall will use commercially reasonable efforts efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of and liquidate any the Financed Vehicle securing a any Receivable with respect as to which the Servicer shall have has determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if unlikely unless it determines in its good faith judgment it determines sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossessionincreased by forbearance. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the The Servicer is authorized to will follow such customary practices and procedures Customary Servicing Practices as it shall deem deems necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, any Dealer and selling the sale of the related Financed Vehicle at public or private sale. The foregoing will be subject to the provision that, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have has suffered damage, the Servicer shall not be required to expend funds in connection with any the repair or towards the repossession of such Financed Vehicle unless it shall determine determines in its reasonable judgment sole discretion that such repair or and/or repossession shall will increase the related Liquidation Proceeds by an amount materially greater than the expense for amount of such repair or repossessionexpenses. The Servicer, in its sole discretion, may in accordance with its Customary Servicing Practices sell any Receivable’s deficiency balance. Net proceeds of any such sale allocable to the Receivable will constitute Liquidation Proceeds, and the sole right of the Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, the Servicer will xxxx its computer records indicating that any such receivable sold is no longer a Receivable. The Servicer shall be entitled is authorized to recover take any and all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out actions necessary or appropriate on behalf of the cash proceeds of Issuer to evidence the sale of such Financed Vehicle, the Receivable free from any deficiency obtained from Lien or other interest of the related Obligor Issuer or any amounts received from recourse to the related Dealer.Indenture Trustee. 7 Sale and Servicing Agreement (VALET 2014-1)