Common use of Collection of Receivable Payments Clause in Contracts

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and shall follow such collection procedures as it follows with respect to all comparable motor vehicle receivables (including automobiles and light-duty trucks) that it services for itself or others. The Servicer shall be authorized to grant extensions, rebates or adjustments on a Receivable without the prior consent of the Issuer. If, as a result of the extending of payments in accordance with the customary servicing standards of the Servicer, any Receivable will be outstanding later than the Final Scheduled Maturity Date, the Servicer shall be obligated to repurchase such Receivable pursuant to Section 3.08. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to constitute a cancellation of such Receivable and the creation of a new motor vehicle receivable (including automobiles and light-duty trucks) that results in a deemed exchange thereof within the meaning of Section 1001 of the Code, the Servicer shall purchase such Receivable pursuant to Section 3.08, and the receivable created shall not be included in Collateral held by the Issuer. Notwithstanding the foregoing, extensions or modifications of the payment schedule of a Receivable can be made only in accordance with the customary servicing procedures of the Servicer, provided that the amount of any extension fee charged in connection with the extension of a Receivable is deposited into the Collection Account by the Servicer in accordance with Section 4.05(a). The Servicer may, in accordance with its Customary Servicing Practices. Subject to Section 3.5customary servicing procedures, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivableorder, it will promptly purchase such Receivable in the manner provided in Section 3.63.6 if such change in the Receivable would materially and adversely affect the interests of the Issuer or the Noteholders in such Receivable. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributionsdistributions other than as set forth in Section 4.3(c). Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject The Servicer shall notify Obligors (and each other Person who makes payments relating to Section 3.5the Receivables) to make payments directly to a Depository Account, to mail payment to one of the Post-Office Boxes and/or to pay through any Third Party Xxxx Payment Service, in each case, in accordance with Customary Servicing Practices. When the Servicer receives any Collections on the Receivables (including payments mailed to one of the Post-Office Boxes or payments received from a Third Party Xxxx Payment Service), the Servicer shall hold such Collections in trust in accordance with the Master Depository Agreement for the benefit of the Grantor Trust, the Issuing Entity and the Indenture Trustee, as applicable (provided, however, that if the Backup Servicer becomes the Servicer, the Backup Servicer may comingle payments with its own funds), and shall, as soon as possible but no later than two (2) Business Days following identification, deposit such Collections into the Collection Account. Notwithstanding the foregoing, the Servicer, at its option, may retain Supplemental Servicing Fees and may net Liquidation Expenses from any Liquidation Proceeds otherwise required to be deposited into the Collection Account. The Servicer shall allocate Collections it receives to principal, interest and fees in accordance with its Customary Servicing Practices. The Servicer may grant extensionsPermitted Modifications, rebatesbut not any other extension, deferralsdeferral, amendmentsamendment, modifications modification, alteration, temporary reduction in payments or adjustments adjustment, with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reductions in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or Date, (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in in, and subject to the conditions set forth in, Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E C Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received from a Dealer and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in accordance with regulatory guidance or (F) if the related Obligor is an SCRA Obligor, it will either correct such action or promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E D Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received from a Dealer and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in accordance with regulatory guidance or (F) if the related Obligor is an SCRA Obligor, it will either correct such action or promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensionsPermitted Modifications, rebatesbut not any other extension, deferralsdeferral, amendmentsamendment, modifications modification, alteration, temporary reduction in payments or adjustments adjustment, with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Outstanding Principal Balance with respect to any Receivable Receivable, in either case other than (A) as required by law or court order, at the direction of a regulatory authority, in accordance with regulatory guidance or in accordance with the Servicer’s compliance procedures for complying with the Servicemembers Civil Relief Act and any similar applicable law, state law or (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Severely Distressed Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make a modification described in the preceding clause (i) or (ii) that would trigger a purchase pursuant to Section 3.6 for the sole purpose of enabling the Servicer to purchase a Receivable from the Issuer. The Servicer may in its discretion waive any late payment charge or any other fees that constitute Supplemental Servicing Fees and Reimbursements that may be collected in the ordinary course of servicing a Receivable. The Servicer shall is not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments Without limiting the foregoing, the Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may engage in any marketing practice or promotion or any sale of any products, goods or services, including Insurance Policy, to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, including payoffs, made in accordance with prepayments or faster or slower timing of the related documentation for such Receivables, shall be posted to payment of the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or Date, (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received from a Dealer and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in accordance with regulatory guidance or (F) if the related Obligor is an SCRA Obligor, it will either correct such action or promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable Receivable, in either case, other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The ; provided, further, that the Servicer may in its discretion waive any late payment charge or any other fees that may be collected shall not make a modification described in the ordinary course preceding clause (i) or (ii) that would trigger a purchase pursuant to Section 3.6 for the sole purpose of servicing purchasing a ReceivableReceivable from the Issuer. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments Subject to the proviso of the second sentence of this Section 3.2, the Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables. The Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may also sell insurance or debt cancellation products, including payoffs, made products which result in accordance the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor or any casualty with the related documentation for such Receivables, shall be posted respect to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reductions in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E D Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) at the direction of a regulatory authority or in accordance with regulatory guidance or (E) if the related Obligor is an SCRA Obligor, it will promptly purchase such Receivable in the manner provided in Section 3.6. For the avoidance of doubt, the Servicer shall, in accordance with the terms of this Agreement, purchase any Receivable for which it reduces the Principal Balance thereof in connection with the application by the Servicer of payments received from a Dealer (other than payments received from the related Obligor and forwarded (or credited) by the Dealer to the Servicer). The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing PracticesPractices and will otherwise act with respect to the Receivables and the Insurance Policies in such manner as will, in the reasonable judgment of the Servicer, maximize the net amount to be received by the Issuer with respect thereto. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable (an “Extension”) beyond the last day of the Collection Period immediately prior to the Class E A-4 Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such ReceivableDate, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, however, that in any given three (3) month period, the average percentage of Receivables that have been the subject of an Extension during each of those three months (by number of Receivables at the beginning of each month) shall not exceed 4.00% (or such other percentage as may be agreed to by the Controlling Party). The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable by accepting a new promissory note from the related Obligor and depositing the full outstanding Principal Balance of such Receivable plus any accrued interest on such Receivable into the Collection Account. The Servicer receivable created by such refinancing shall not be required to make any advances property of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesIssuer.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reductions in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or Date, (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reductions in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E D Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received from a Dealer and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in accordance with regulatory guidance or (F) if the related Obligor is an SCRA Obligor, it will either correct such action or promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reductions in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E D Final Scheduled Payment Date or Date, (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order order, at the direction of a regulatory authority or in accordance with regulatory guidance or if the related Obligor is an SCRA Obligor or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) at the direction of a regulatory authority or in accordance with regulatory guidance or (E) if the related Obligor is an SCRA Obligor, it will promptly purchase such Receivable in the manner provided in in, and subject to the conditions set forth in, Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to shall service and administer the Transferred Receivables and Related Rights, shall collect and deposit Collections on such Transferred Receivables into the Collection Account and shall charge-off as uncollectible Transferred Receivables, all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject customary and usual servicing procedures for servicing receivables comparable to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable Transferred Receivables and in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Credit and Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable Policies and in the manner provided set forth in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivablethis Agreement. The Servicer shall not be have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 6.7, the Servicer or its designee is hereby authorized and empowered, unless such power is revoked by the Administrative Agent following the occurrence and continuance of a Servicer Default pursuant to Section 6.7, (i) to make withdrawals and payments from the Collection Account as set forth in this Agreement, (ii) to take any action required or permitted in this Agreement, (iii) to execute and deliver, on behalf of the Administrative Agent, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Receivables and Related Rights and, after the delinquency of any Transferred Receivables and to the extent permitted under and in compliance with applicable Requirements of Law, to commence collection proceedings with respect to such Transferred Receivables and (iv) to make any advances filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any state securities authority on behalf of funds the Transferor as may be necessary or guarantees regarding collectionsadvisable to comply with any federal or state securities or reporting requirements or other laws or regulations. The Transferor shall, cash flows or distributions. Payments on upon the Receivableswritten request of the Servicer, including payoffs, made in accordance furnish the Servicer with the related documentation for such Receivables, shall be posted any documents relating to the ServicerTransferor or the Transferred Assets in such Person’s Obligor records in accordance with possession reasonably necessary or appropriate to enable the Servicer’s Customary Servicing Practices. Such payments shall be allocated Servicer to principal, interest or other items in accordance with the related documentation for such Receivablescarry out its servicing and administrative duties hereunder.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due in accordance due, and shall follow such customary collection procedures as it follows with its Customary Servicing Practicesrespect to comparable automobile or light duty truck receivables that it services for itself or others. Subject The Servicer shall be authorized to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications rebates or adjustments with respect to any on a Receivable in accordance with its Customary Servicing Practicesthe customary servicing standards of the Servicer without the prior consent of the Trustee; provided, however, that if if, as a result of any change in the related APR, increase in the total number of Scheduled Payments, extension of payments such that the Receivable will be outstanding later than the Final Scheduled Maturity Date, or other modification of the terms of a Receivable, the amount of any Scheduled Payment due in a subsequent Collection Period is reduced, the Servicer (i) extends the date for final payment by the Obligor shall be obligated to either repurchase such Receivable pursuant to Section 3.08 or to make an Advance in respect of any such Receivable beyond the last day of the in each subsequent Collection Period immediately prior period equal to the Class E Final amount by which such Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (includinghas been reduced. In addition, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable becomes in such a Defaulted manner as to release the security interest in the related Financed Vehicle or constitute a cancellation of such Receivable and the creation of a new automobile or (C) in connection with a Cram Down Loss relating to such Receivablelight duty truck receivable, it will promptly the Servicer shall purchase such Receivable pursuant to Section 3.08, and the receivable created shall not be included in the manner provided in Section 3.6Trust. The Servicer may may, in accordance with its discretion customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable machinery receivables that it services for itself or others. The Servicer shall not reduce the principal balance of, reduce the APR of, reduce the aggregate amount of Scheduled Payments or the amount of any Scheduled Payment due under any Receivable, release or modify CFSC's security interest in accordance with its Customary Servicing Practicesthe Financed Equipment securing such Receivable, or otherwise amend or modify a Receivable in a manner that would have a material adverse effect on the interests of the Noteholders. Subject to Section 3.5Notwithstanding the foregoing, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practicesextensions on a Receivable; provided, however, that if the Servicer (i) extends the due date for final payment of any Scheduled Payment to a date beyond the Final Maturity Date, it shall promptly purchase the Receivable from the Issuer in accordance with the terms of Section 4.07. The Servicer shall allocate payments made by or on behalf of the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect Receivables first to any Receivable other than overdue scheduled payment (Aincluding taxes and miscellaneous billables), second to the current scheduled payment (including taxes and miscellaneous billables) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating and third to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6late fees. The Servicer may in its discretion waive any late payment charge or any other fees amounts of Servicer's Yield that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required Notwithstanding anything in this Agreement to make the contrary, in the event a Receivable becomes a Liquidated Receivable, any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, Recoveries relating thereto shall be posted paid to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments Seller and such Liquidated Receivable shall be allocated assigned by the Trust to principal, interest or other items in accordance with the related documentation for such ReceivablesSeller.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) Act of 2003, as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivableamended), it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make any modification described in the preceding clause (i) or (ii) that would trigger a repurchase pursuant to the above provisions or pursuant to Section 3.6, in either case for the sole purpose of enabling the Servicer to purchase a Receivable from the Issuer and provided, further, that any change referred to in this Section 3.2 shall only be made if either (a) the Obligor is in default or, in the judgment of the Servicer, is reasonably expected to default in the near future, or (b) the change is to the payment due date of a Receivable, does not exceed 25 days and is made not more than twice during the term of such Receivable. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Subject to the provisos of the second sentence of the first paragraph of this Section 3.2, the Servicer shall and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables for the account of the Servicer and/or its Affiliates (but not be required the Issuer) so long as such practices, promotions or sales are offered to make obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might indirectly result in a decrease in the aggregate amount of payments made (but not any advances of funds or guarantees regarding collections, cash flows or distributions. Payments related contractual obligation) on the Receivables, including payoffsprepayments or faster or slower timing of the payment of the Receivables. Notwithstanding anything in this Agreement to the contrary, made in accordance with the Servicer may refinance any Receivable by (a) making a new loan to the Obligor and depositing the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account or (b) by causing the Issuer to effect a substantive modification to the Receivable when the request for such modification is the result of a contact from or request of the related documentation for such ReceivablesObligor, in which case the Receivable shall be posted deemed to be refinanced and the Servicer shall promptly deposit the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account as soon as practical. The receivable created by such refinancing shall not be property of the Issuer, in the case of (b) in the prior sentence, upon the Servicer’s related payment to Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the repayment of some or all of the amount of a Receivable owned by the Issuer upon the death or disability of the Obligor records in accordance or any casualty with respect to the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable machinery receivables that it services for itself or others. The Servicer shall not reduce the principal balance of, reduce the APR of, reduce the aggregate amount of Scheduled Payments or the amount of any Scheduled Payment due under any Receivable, release or modify the security interest in accordance with its Customary Servicing Practicesthe Financed Equipment securing such Receivable, or otherwise amend or modify a Receivable in a manner that would have a material adverse effect on the interests of the Noteholders. Subject to Section 3.5Notwithstanding the foregoing, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practicesextensions on a Receivable; provided, however, that if the Servicer (i) extends the due date for final payment by the Obligor of any Receivable Scheduled Payment to a date beyond the last day of the Collection Period immediately prior to the Class E B Note Final Scheduled Payment Date or (ii) reduces Distribution Date, it shall promptly purchase the Contract Rate Receivable from the Issuing Entity in accordance with respect to any Receivable other than as the terms of Section 4.07. To the extent not otherwise required by applicable law (including, without limitationor the applicable Contract, the Servicemembers Civil Relief Act) Servicer shall allocate payments made by or court order or (iii) reduces on behalf of the Principal Balance Obligor with respect to the Receivables first to any Receivable other than overdue Scheduled Payment (Aincluding taxes and miscellaneous billables), second to the current Scheduled Payment (including taxes and miscellaneous billables) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating and third to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6late fees. The Servicer may in its discretion waive any late payment charge or any other fees amounts of Additional Servicing Compensation that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required Notwithstanding anything in this Agreement to make the contrary, in the event that a Receivable becomes a Liquidated Receivable, any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, Recoveries relating thereto shall be posted paid to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments Depositor and such Liquidated Receivable shall be allocated assigned by the Issuing Entity to principal, interest or other items in accordance with the related documentation for such ReceivablesDepositor.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5The Servicer, the Servicer in accordance with its Customary Servicing Practices, may grant Permitted Modifications but not any other extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; providedReceivable, however, that if nor may the Servicer (i) extends extend the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date of the latest maturing Class of Notes or (ii) reduces reduce the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable in the case of either clause (i) or (ii) above, other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) at the direction of a regulatory authority or in connection accordance with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in regulatory guidance or (D) if the manner provided in Section 3.6related Obligor is an SCRA Obligor. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables. For the avoidance of doubt, neither the Indenture Trustee nor the Standby Servicer (unless the Standby Servicer has become the Servicer) shall have any obligation to approve or consent to, or monitor compliance of the Servicer with, the satisfaction of the conditions related to, any Permitted Modification.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable after the Cut-off Date other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief ActAct of 2003, as amended) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivableorder, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make any modification described in the preceding clause (i) or (ii) that would trigger a repurchase pursuant to the above provisions or pursuant to Section 3.6, in either case for the sole purpose of enabling the Servicer to purchase a Receivable from the Issuer and provided, further, that any change referred to in this Section 3.2 shall only be made if either (a) the Obligor is in default or, in the judgment of the Servicer, is reasonably expected to default in the near future, or (b) the change is to the payment due date of a Receivable, does not exceed 25 days and is made not more than twice during the term of such Receivable. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Subject to the provisos of the second sentence of the first paragraph of this Section 3.2, the Servicer shall and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables for the account of the Servicer and/or its Affiliates (but not be required the Issuer) so long as such practices, promotions or sales are offered to make obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might indirectly result in a decrease in the aggregate amount of payments made (but not any advances of funds or guarantees regarding collections, cash flows or distributions. Payments related contractual obligation) on the Receivables, including payoffsprepayments or faster or slower timing of the payment of the Receivables. Notwithstanding anything in this Agreement to the contrary, made in accordance with the Servicer may refinance any Receivable by (a) making a new loan to the Obligor and depositing the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account or (b) by causing the Issuer to effect a substantive modification to the Receivable when the request for such modification is the result of a contact from or request of the related documentation for such ReceivablesObligor, in which case the Receivable shall be posted deemed to be refinanced and the Servicer shall promptly deposit the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account as soon as practical. The receivable created by such refinancing shall not be property of the Issuer, in the case of (b) in the prior sentence, upon the Servicer’s related payment to Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the repayment of some or all of the amount of a Receivable owned by the Issuer upon the death or disability of the Obligor records in accordance or any casualty with respect to the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due in accordance and shall follow such collection procedures as it follows with its Customary Servicing Practicesrespect to all comparable equipment receivables that it services for itself or others. Subject to Section 3.5In connection therewith, the Servicer may grant extensions, rebates, deferrals, amendments, modifications rebates or adjustments with respect to any on a Receivable in accordance with its Customary Servicing Practicescustomary collection procedures with respect to all comparable equipment receivables that it services for itself or others; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond , 20XX, it shall promptly purchase the last day Receivable from the Issuing Entity in accordance with the terms of Section 4.07; provided, further, that the Collection Period immediately prior to Servicer shall not extend the Class E Final final Scheduled Payment Date or (ii) reduces for the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, sole purpose of purchasing the Servicemembers Civil Relief Act) or court order or (iii) reduces Receivables from the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6Issuing Entity. The Servicer may may, in its discretion discretion, waive any additional interest above the related APR due on late payment charge Scheduled Payments or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate on any Receivable and shall not agree to waive the repayment of the Amount Financed, or any portion thereof, on a Receivable. Notwithstanding anything in this Agreement to the contrary, any Recoveries shall be required paid to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with Seller and the related documentation for such Receivables, Liquidated Receivable shall be posted assigned by the Trust to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesSeller.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensionsPermitted Modifications, rebatesbut not any other extension, deferralsdeferral, amendmentsamendment, modifications modification, alteration or adjustments adjustment, with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable Receivable, in either case other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The ; provided, further, that the Servicer may in its discretion waive any late payment charge or any other fees that may be collected shall not make a modification described in the ordinary course preceding clause (i) or (ii) that would trigger a purchase pursuant to Section 3.6 for the sole purpose of servicing purchasing a ReceivableReceivable from the Issuer. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments Subject to the proviso of the second sentence of this Section 3.2, the Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, including payoffs, made in accordance with prepayments or faster or slower timing of the related documentation for such Receivables, shall be posted to payment of the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Subject to the proviso of the second sentence of this Section 3.2, the Servicer shall and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not be required to make any advances such practices, promotions or sales might result in a decrease in the aggregate amount of funds or guarantees regarding collections, cash flows or distributions. Payments payments on the Receivables, including payoffs, made prepayments or faster or slower timing of the payment of the Receivables. Notwithstanding anything in accordance with the related documentation for such Receivables, shall be posted this Agreement to the Servicer’s contrary, the Servicer may refinance any Receivable and deposit the full Outstanding Principal Balance of such Receivable into the Collection Account. The receivable created by such refinancing shall not be property of the Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor records in accordance or any casualty with respect to the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reductions in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) at the direction of a regulatory authority or in accordance with regulatory guidance or (E) if the related Obligor is an SCRA Obligor, it will promptly purchase such Receivable in the manner provided in Section 3.6. For the avoidance of doubt, the Servicer shall, in accordance with the terms of this Agreement, purchase any Receivable for which it reduces the Principal Balance thereof in connection with the application by the Servicer of payments received from a Dealer (other than payments received from the related Obligor and forwarded (or credited) by the Dealer to the Servicer). The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E C Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable), it will promptly purchase such Receivable in the manner provided in Section 3.63.6 if such change in the Receivable would materially and adversely affect the interests of the Issuer or the Noteholders in such Receivable. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributionsdistributions other than as set forth in Section 4.3(c). Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing PracticesPractices and will otherwise act with respect to the Receivables and the Insurance Policies in such manner as will, in the reasonable judgment of the Servicer, maximize the net amount to be received by the Issuer with respect thereto. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable (an “Extension”) beyond the last day of the Collection Period immediately prior to the Class E A-4 Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such ReceivableDate, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, however, that in any given three (3) month period, the average percentage of Receivables that have been the subject of an Extension during each of those three months (by number of Receivables at the beginning of each month) shall not exceed 4.00% (or such other percentage as may be agreed to by the Controlling Party). The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable by accepting a new promissory note from the related Obligor and depositing the full outstanding Principal Balance of such Receivable into the Collection Account. The Servicer receivable created by such refinancing shall not be required to make any advances property of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesIssuer.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables and of this Agreement as and when the same shall become due in accordance with its Customary Servicing Practices. Subject to Section 3.5due, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments and shall follow such collection procedures as it follows with respect to comparable new or used automobile and light-duty truck receivables that it services for itself. The Servicer shall not change the amount of or reschedule the due date of any scheduled payment to a date more than 30 days from the original due date of such scheduled payment, change the annual percentage rate of, or extend any Receivable in accordance with its Customary Servicing Practices; or change any material term of a Receivable, except as provided by the terms of the Receivable or of this Agreement or as required by law or court order, provided, however, that if the Servicer may extend any Receivable that is in default or with respect to which default is reasonably foreseeable and that would be acceptable to the Servicer with respect to comparable new or used automobile and light-duty truck receivables that it services for itself, if (ia) extends the date for final payment amount on deposit in the Reserve Account is greater than zero at the time of the extension, (b) the total credit-related extensions granted on the Receivable will not exceed four months in the aggregate, (c) the total number of credit-related extensions granted on the Receivable will not exceed two, (d) the maturity of such Receivable would not be extended beyond the Collection Period immediately preceding the Final Payment Date and (e) the rescheduling or extension would not modify the terms of such Receivable in such a manner as to constitute a cancellation of such Receivable and the creation of a new receivable. If, as a result of inadvertently rescheduling or extending of payments, such rescheduling or extension breaches any of the terms of the proviso to the preceding sentence, then the Servicer shall be obligated to purchase such Receivable pursuant to Section 6.6. For the purpose of such purchases pursuant to Section 6.6, notice shall be deemed to have been received by the Obligor Servicer at such time as shall make purchase mandatory as of any Receivable beyond the last day of the Collection Period immediately prior to during which the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to discovery of such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivablesbreach occurred.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and shall follow such collection procedures as it follows with respect to all comparable motor vehicle receivables that it services for itself or others. The Servicer shall be authorized to grant extensions, rebates or adjustments on a Receivable without the prior consent of the Trustee. If, as a result of the extending of payments in accordance with its Customary Servicing Practices. Subject to Section 3.5the customary servicing standards of the Servicer, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond will be outstanding later than the last day of the Collection Period immediately prior to preceding the Class E Collection Period in which the Final Scheduled Payment Distribution Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitationoccurs, the Servicemembers Civil Relief Act) Servicer shall be obligated to repurchase such Receivable pursuant to Section 13.08. In addition, in the event that any such rescheduling or court order extension of a Receivable modifies the terms of such Receivable in such a manner as to constitute a cancellation of such Receivable and the creation of a new motor vehicle receivable that results in a deemed exchange thereof within the meaning of Section 1001 of the Code, the Servicer shall purchase such Receivable pursuant to Section 13.08, and the receivable created shall not be included in the Trust. Notwithstanding the foregoing, extensions or (iii) reduces modifications of the Principal Balance payment schedule of a Receivable can be made only in accordance with respect to the customary servicing procedures of the Servicer, provided that the amount of any Receivable other than (A) as required by applicable law, (B) extension fee charged in connection with the extension of a settlement Receivable is deposited into the Certificate Account by the Servicer in the event the Receivable becomes a Defaulted Receivable or (C) in connection accordance with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.614.02. The Servicer may may, in accordance with its discretion customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief ActAct of 2003, as amended) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivableorder, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make any modification described in the preceding clause (i) or (ii) that would trigger a repurchase pursuant to the above provisions or pursuant to Section 3.6, in either case for the sole purpose of enabling the Servicer to purchase a Receivable from the Issuer and provided, further, that any change referred to in this Section 3.2 shall only be made if either (a) the Obligor is in default or, in the judgment of the Servicer, is reasonably expected to default in the near future, or (b) the change is to the payment due date of a Receivable, does not exceed 25 days and is made not more than twice during the term of such Receivable. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Subject to the provisos of the second sentence of the first paragraph of this Section 3.2, the Servicer shall and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables for the account of the Servicer and/or its Affiliates (but not be required the Issuer) so long as such practices, promotions or sales are offered to make obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might indirectly result in a decrease in the aggregate amount of payments made (but not any advances of funds or guarantees regarding collections, cash flows or distributions. Payments related contractual obligation) on the Receivables, including payoffsprepayments or faster or slower timing of the payment of the Receivables. Notwithstanding anything in this Agreement to the contrary, made in accordance with the Servicer may refinance any Receivable by (a) making a new loan to the Obligor and depositing the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account or (b) by causing the Issuer to effect a substantive modification to the Receivable when the request for such modification is the result of a contact from or request of the related documentation for such ReceivablesObligor, in which case the Receivable shall be posted deemed to be refinanced and the Servicer shall promptly deposit the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account as soon as practical. The receivable created by such refinancing shall not be property of the Issuer, in the case of (b) in the prior sentence, upon the Servicer’s related payment to Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the repayment of some or all of the amount of a Receivable owned by the Issuer upon the death or disability of the Obligor records in accordance or any casualty with respect to the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments and shall follow such collection procedures as it follows with respect to all comparable new or used automobile and light-duty truck receivables that it services for itself. The Servicer shall not change the amount of or reschedule the due date of any scheduled payment of a Receivable to a date more than 30 days from the original due date of such scheduled payment, change the annual percentage rate of or extend any Receivable in accordance with its Customary Servicing Practicesor change any material term of a Receivable, except as provided by the terms of the Receivable or of this Agreement or as required by law or court order; provided, however, that if the Servicer may extend any Receivable that is in default or with respect to which default is reasonably foreseeable and that would be acceptable to the Servicer with respect to comparable new or used automobile and light-duty truck receivables that it services for itself if (ia) extends the date for final payment amount on deposit in the Reserve Account is greater than zero at the time of the extension, (b) the total credit-related extensions granted on the Receivable will not exceed four months in the aggregate, (c) the total number of credit-related extensions granted on the Receivable will not exceed two, and (d) the maturity of such Receivable will not be extended beyond April 2012. If, as a result of inadvertently rescheduling or extending payments, such rescheduling or extension breaches any of the terms of the proviso to the preceding sentence, then the Servicer shall be obligated to purchase such Receivable pursuant to Section 3.7. For the purpose of such purchases pursuant to Section 3.7, notice shall be deemed to have been received by the Obligor Servicer at such time as shall make purchase mandatory as of any Receivable beyond the last day of the Collection Period immediately prior during which the discovery of such breach occurred. Notwithstanding anything to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitationcontrary herein, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may implement programs that grant payment extensions in its discretion waive any late payment charge or any other fees respect of receivables that may are not delinquent. Any such program shall be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance implemented with the related documentation for such Receivables, shall be posted to approval of the Servicer’s Obligor records senior officer's credit committee of the Servicer in accordance with the Servicer’s Customary Servicing Practices's general lending and policy guidelines. Such payments Any such payment extension may extend the maturity of the applicable receivable beyond its original term to maturity. Notwithstanding anything to the contrary herein, the Servicer may also reduce the interest rate on Receivables affected by the application of the Servicemembers Civil Relief Act to a rate that is lower than the maximum rate prescribed by the Servicemembers Civil Relief Act and may readjust the payment schedule for any Receivable that is affected by the application of the Servicemembers Civil Relief Act until the maturity of the receivable. The Servicer may at any time perform specific duties as servicer or custodian under this Agreement through subcontractors; provided, however, that no such delegation or subcontracting shall relieve the Servicer of its responsibilities with respect to such duties as to which the Servicer shall remain primarily responsible with respect thereto. All amounts payable to any subcontractor shall be allocated paid by the Servicer and shall not be obligations of the Indenture Trustee, the Owner Trustee or the Issuer or paid from the Indenture Trust Estate. References in this Agreement to principal, interest actions taken or other items in accordance with to be taken by the related documentation for such ReceivablesServicer include actions taken or to be taken by a subcontractor on behalf of the Servicer.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reductions in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or Date, (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Service members Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in in, and subject to the conditions set forth in, Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E A-4 Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable machinery receivables that it services for itself or others. The Servicer shall not reduce the principal balance of, reduce the APR of, reduce the aggregate amount of Scheduled Payments or the amount of any Scheduled Payment due under any Receivable, release or modify the security interest in accordance with its Customary Servicing Practicesthe Financed Equipment securing such Receivable, or otherwise amend or modify a Receivable in a manner that would have a material adverse effect on the interests of the Noteholders. Subject to Section 3.5Notwithstanding the foregoing, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practicesextensions on a Receivable; provided, however, that if the Servicer (i) extends the due date for final payment by the Obligor of any Receivable Scheduled Payment to a date beyond the last day of the Collection Period immediately prior to the Class E A-3 Note Final Scheduled Payment Date or (ii) reduces Distribution Date, it shall promptly purchase the Contract Rate Receivable from the Issuing Entity in accordance with respect to any Receivable other than as the terms of Section 4.07. To the extent not otherwise required by applicable law (including, without limitationor the applicable Contract, the Servicemembers Civil Relief Act) Servicer shall allocate payments made by or court order or (iii) reduces on behalf of the Principal Balance Obligor with respect to the Receivables first to any Receivable other than overdue Scheduled Payment (Aincluding taxes and miscellaneous billables), second to the current Scheduled Payment (including taxes and miscellaneous billables) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating and third to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6late fees. The Servicer may in its discretion waive any late payment charge or any other fees amounts of Additional Servicing Compensation that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required Notwithstanding anything in this Agreement to make the contrary, in the event that a Receivable becomes a Liquidated Receivable, any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, Recoveries relating thereto shall be posted paid to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments Depositor and such Liquidated Receivable shall be allocated assigned by the Issuing Entity to principal, interest or other items in accordance with the related documentation for such ReceivablesDepositor.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The ; provided, further, that the Servicer may in its discretion waive any late payment charge or any other fees that may be collected shall not make a modification described in the ordinary course preceding clause (i) or (ii) that would trigger a purchase pursuant to Section 3.6 for the sole purpose of servicing purchasing a ReceivableReceivable from the Issuer. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments Subject to the proviso of the second sentence of this Section 3.2, the Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables. The Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may also sell insurance or debt cancellation products, including payoffs, made products which result in accordance the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor or any casualty with the related documentation for such Receivables, shall be posted respect to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reduction in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing 5 Sale and Servicing Agreement (2016-2) Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or Date, (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reduction in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or Date, (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivableorder, it will promptly purchase such Receivable in the manner provided in Section 3.63.6 if such change in the Receivable would materially and adversely affect the interests of the Issuer or the Noteholders in such Receivable. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributionsdistributions other than as set forth in Section 4.3(c). Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.. 6 Sale and Servicing Agreement

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E C Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received from a Dealer and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in accordance with regulatory guidance or (F) if the related Obligor is an SCRA Obligor, it will either correct such action or promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.. 6 Sale and Servicing Agreement (SDART 2023-3)

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reductions in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or Date, (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order order, at the direction of a regulatory authority or in accordance with regulatory guidance or if the related Obligor is an SCRA Obligor or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) at the direction of a regulatory authority or in accordance with regulatory guidance or (E) if the related Obligor is an SCRA Obligor, it will promptly purchase such Receivable in the manner provided in in, and subject to the conditions set forth in, Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject The Servicer shall notify Obligors (and each other Person who makes payments relating to Section 3.5the Receivables) to make payments directly to a Depository Account, to mail payment to one of the Post-Office Boxes and/or to pay through any Third Party Xxxx Payment Service, in each case, in accordance with Customary Servicing Practices. When the Servicer receives any Collections on the Receivables (including payments mailed to one of the Post-Office Boxes or payments received from a Third Party Xxxx Payment Service), the Servicer shall hold such Collections in trust in accordance with the Master Depository Agreement for the benefit of [the Grantor Trust,] the Issuing Entity and the Indenture Trustee, as applicable [(provided, however, that if the Backup Servicer becomes the Servicer, the Backup Servicer may comingle payments with its own funds)], and shall, as soon as possible but no later than two (2) Business Days following identification, deposit such Collections into the Collection Account. Notwithstanding the foregoing, the Servicer, at its option, may retain Supplemental Servicing Fees and may net Liquidation Expenses from any Liquidation Proceeds otherwise required to be deposited into the Collection Account. The Servicer shall allocate Collections it receives to principal, interest and fees in accordance with its Customary Servicing Practices. The Servicer may grant extensionsPermitted Modifications, rebatesbut not any other extension, deferralsdeferral, amendmentsamendment, modifications modification, alteration, temporary reduction in payments or adjustments adjustment, with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject The Servicer shall notify Obligors (and each other Person who makes payments relating to Section 3.5the Receivables) to make payments directly to a Depository Account, to mail payment to one of the Post-Office Boxes and/or to pay through any Third Party Bill Payment Service, in each case, in accordance with Customary Servicing Practices. When the Servicer receives any Collections on the Receivables (including payments mailed to one of the Post-Office Boxes or payments received from a Third Party Bill Payment Service), the Servicer shall hold such Collections in trust in accordance with the Master Depository Agreement for the benefit of the Grantor Trust, the Issuing Entity and the Indenture Trustee, as applicable (provided, however, that if the Backup Servicer becomes the Servicer, the Backup Servicer may comingle payments with its own funds), and shall, as soon as possible but no later than two (2) Business Days following identification, deposit such Collections into the Collection Account. Notwithstanding the foregoing, the Servicer, at its option, may retain Supplemental Servicing Fees and may net Liquidation Expenses from any Liquidation Proceeds otherwise required to be deposited into the Collection Account. The Servicer shall allocate Collections it receives to principal, interest and fees in accordance with its Customary Servicing Practices. The Servicer may grant extensionsPermitted Modifications, rebatesbut not any other extension, deferralsdeferral, amendmentsamendment, modifications modification, alteration, temporary reduction in payments or adjustments adjustment, with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable), it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributionsdistributions other than as set forth in Section 4.3(c). Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reductions in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) at the direction of a regulatory authority or in accordance with regulatory guidance or (E) if the related Obligor is an SCRA Obligor, it will promptly purchase such Receivable in the manner provided in Section 3.6. For the avoidance of doubt, the Servicer shall, in accordance with the terms of this Agreement, purchase any Receivable for which it reduces the Principal Balance thereof in connection with the application by the Servicer of payments received from a Dealer (other than payments received from the related Obligor and forwarded (or credited) by the Dealer to the Servicer). The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.in

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivableorder, it will promptly purchase such Receivable in the manner provided in Section 3.63.6 if such change in the Receivable would materially and adversely affect the interests of the Issuer or the Noteholders in such Receivable. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributionsdistributions other than as set forth in Section 4.3(c). Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.. 6 Sale and Servicing Agreement (VALET 2013-2)

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E C Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received from a Dealer and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in accordance with regulatory guidance or (F) if the related Obligor is an SCRA Obligor, it will either correct such action or promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.. 6 Sale and Servicing Agreement (SDART 2023-2)

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E C Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.. 6 Sale and Servicing Agreement (20[ ]-[ ])

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received from a Dealer and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in accordance with regulatory guidance or (F) if the related Obligor is an SCRA Obligor, it will either correct such action or promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.. 6 Sale and Servicing Agreement (SDART 2020-4)

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable after the Cut-off Date other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief ActAct of 2003, as amended) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivableorder, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make any modification described in the preceding clause (i) or (ii) that would trigger a repurchase pursuant to the above provisions or pursuant to Section 3.6, in either case for the sole purpose of enabling the Servicer to purchase a Receivable from the Issuer and provided, further, that any change referred to in this Section 3.2 shall only be made if either (a) the Obligor is in default or, in the judgment of the Servicer, is reasonably expected to default in the near future, or (b) the change is to the payment due date of a Receivable, does not exceed twenty-five (25) days and is made not more than twice during the term of such Receivable. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Subject to the provisos of the second sentence of the first paragraph of this Section 3.2, the Servicer shall and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables for the account of the Servicer and/or its Affiliates (but not be required the Issuer) so long as such practices, promotions or sales are offered to make obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might indirectly result in a decrease in the aggregate amount of payments made (but not any advances of funds or guarantees regarding collections, cash flows or distributions. Payments related contractual obligation) on the Receivables, including payoffsprepayments or faster or slower timing of the payment of the Receivables. Notwithstanding anything in this Agreement to the contrary, made in accordance with the Servicer may refinance any Receivable by (a) making a new loan to the Obligor and depositing the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account or (b) by causing the Issuer to effect a substantive modification to the Receivable when the request for such modification is the result of a contact from or request of the related documentation for such ReceivablesObligor, in which case the Receivable shall be posted deemed to be refinanced and the Servicer shall promptly deposit the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account as soon as practical. The receivable created by such refinancing shall not be property of the Issuer, in the case of (b) in the prior sentence, upon the Servicer’s related payment to Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the repayment of some or all of the amount of a Receivable owned by the Issuer upon the death or disability of the Obligor records in accordance or any casualty with respect to the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reductions in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received from a Dealer and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in accordance with regulatory guidance or (F) if the related Obligor is an SCRA Obligor, it will either correct such action or promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E C Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received from a Dealer and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in accordance with regulatory guidance or (F) if the related Obligor is an SCRA Obligor, it will either correct such action or promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.. 6 Sale and Servicing Agreement (SDART 2023-6)

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided. Notwithstanding the foregoing, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Class of Notes issued under the Indenture or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received from either of the Originators and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in accordance with regulatory guidance or (F) if the related Obligor is a servicemember in military service or is the spouse of a dependent of a servicemember, it will either correct such action or promptly purchase such Receivable in the manner provided in in, and subject to the conditions set forth in, Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.53.6, the Servicer may grant extensionsPermitted Modifications, rebatesbut not any other extension, deferralsdeferral, amendmentsamendment, modifications modification, alteration or adjustments adjustment, with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E Final Scheduled Payment Date for the latest maturing Class of Notes (such extension, a “Post-Maturity Term Extension”), or (ii) reduces the Contract Annual Percentage Rate or the Amount Financed with respect to any Receivable (such reduction, a “Reduction Event”) other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or by court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The 3.7; provided, further, that the Servicer may in its discretion waive shall not make any late payment charge or any other fees that may be collected modification described in the ordinary course preceding proviso that would trigger a purchase pursuant to the above provisions or pursuant to Section 3.7, in either case for the sole purpose of servicing enabling the Servicer to purchase a ReceivableReceivable from the Issuer. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records related to such Receivables in accordance with the Servicer’s its Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Service members Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable Receivable, in either case, other than (a) as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable laworder, (Bb) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (Cc) at the direction of a regulatory authority or in connection accordance with a Cram Down Loss relating to such Receivableregulatory guidance, it will promptly purchase such Receivable in the manner provided in Section 3.6. The ; provided, further, that the Servicer may in its discretion waive any late payment charge or any other fees that may be collected shall not make a modification described in the ordinary course preceding clause (i) or (ii) that would trigger a purchase pursuant to Section 3.6 for the sole purpose of servicing purchasing a ReceivableReceivable from the Issuer. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments Subject to the proviso of the second sentence of this Section 3.2, the Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables. The Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may also sell insurance or debt cancellation products, including payoffs, made products which result in accordance the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor or any casualty with the related documentation for such Receivables, shall be posted respect to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensionsPermitted Modifications, rebatesbut not any other extension, deferralsdeferral, amendmentsamendment, modifications modification, alteration, temporary reduction in payments or adjustments adjustment, with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Outstanding Principal Balance with respect to any Receivable Receivable, in either case of (i) or (ii) other than (A) as required by law or court order, at the direction of a regulatory authority, in accordance with regulatory guidance or in accordance with the Servicer’s compliance procedures for complying with the Servicemembers Civil Relief Act and any similar applicable state law, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Severely Distressed Receivable or (C) in connection with a Cram Down Loss relating to such ReceivablePermitted Modification, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make a modification described in the preceding clause (i) or (ii) that would trigger a purchase pursuant to Section 3.6 for the sole purpose of enabling the Servicer to purchase a Receivable from the Issuer. The Servicer may in its discretion waive any late payment charge or any other fees that constitute Supplemental Servicing Fees and Reimbursements that may be collected in the ordinary course of servicing a Receivable. The Servicer shall is not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments Without limiting the foregoing, the Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may engage in any marketing practice or promotion or any sale of any products, goods or services, including Insurance Policy, to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, including payoffs, made in accordance with prepayments or faster or slower timing of the related documentation for such Receivables, shall be posted to payment of the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to clause (b) of this Section 3.5and Section 3.6, the Servicer may grant waivers, extensions, rebatesdeferrals, deferralsalterations, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E Final Scheduled Payment Date for the latest maturing Class of Notes (such extension, a “Post-Maturity Term Extension”), or (ii) reduces the Contract Annual Percentage Rate or the Amount Financed with respect to any Receivable (such reduction, a “Reduction Event”) other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or by court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The 3.7; provided, further, that the Servicer may in its discretion waive shall not make any late payment charge or any other fees that may be collected modification described in the ordinary course preceding proviso that would trigger a purchase pursuant to the above provisions or pursuant to Section 3.7, in either case for the sole purpose of servicing enabling the Servicer to purchase a ReceivableReceivable from the Issuer. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records related to such Receivables in accordance with the Servicer’s its Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Consistent with the standards, policies and procedures required by this Agreement, the Servicer will shall make reasonable efforts to maximize the amount to be received by the Trust with respect to the Receivables, including, without limitation, using reasonable efforts to (i) collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself and, in any event, with no less degree of skill and care than would be exercised by a prudent servicer of similar motor vehicle retail installment sales contracts and installment sale loan and security agreements or (ii) directing the Trust to sell any of the Receivables from time to time to an unrelated third party for the maximum market price available for such Receivable at such time, as determined by the Servicer consistent with the standards set forth herein. In connection with any such Receivable sale contemplated by clause (ii) of this Section 8.05(a), the related Sale Amount shall be deposited into the Collection Account in accordance with its Customary Servicing PracticesSection 9.04(e). Subject to Section 3.5Promptly after the Closing Date (but in any event within forty (40) days after the Closing Date), the Servicer will provide each Obligor with a monthly statement in order to notify such Obligors to make payments directly to the Lock-Box. If payments are modified or adjusted on a Receivable (provided that no such modification or adjustment may grant extensionsbe made to the APR or the number or amounts of the Scheduled Receivable Payments) or are extended in the ordinary course of the Servicer's collection procedures (provided, rebates, deferrals, amendments, modifications or adjustments that no extensions may be granted by the Servicer until at least six Scheduled Receivable Payments have been received by the Servicer under the related Receivable and thereafter only one extension not to exceed one month may be granted each twelve month period and no more than three (3) extensions shall be permitted with respect to any Receivable in accordance with its Customary Servicing Practices(other than to the extent allowed pursuant to the Servicer's collection or charge-off policies); provided, howeverthat not more than 0.75% (by Principal Balance of the Receivables as a percentage of the Pool Balance) may be extended during any Collection Period), that if and, as a result, any Receivable would be outstanding after the month immediately preceding the Final Maturity Date for the Class D Notes or any such modification, adjustment or extension is in violation of the foregoing prohibitions, then the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior shall be obligated to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in pursuant to Section 3.68.10 hereof (unless such Receivable is otherwise being purchased pursuant to Section 16.02 hereof). The Servicer may in its discretion waive any late payment charge or any other fees that it is entitled to retain under Section 8.11 hereof, or other fee (to the extent consistent with its credit and collection policy) that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable Receivable, in either case, other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The ; provided, further, that the Servicer may in its discretion waive any late payment charge or any other fees that may be collected shall not make a modification described in the ordinary course preceding clause (i) or (ii) that would trigger a purchase pursuant to Section 3.6 for the sole purpose of servicing purchasing a ReceivableReceivable from the Issuer. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments Subject to the proviso of the second sentence (20[ ]-[ ]) of this Section 3.2, the Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables. The Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may also sell insurance or debt cancellation products, including payoffs, made products which result in accordance the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor or any casualty with the related documentation for such Receivables, shall be posted respect to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and shall follow such collection practices, policies and procedures as it follows with respect to comparable motor vehicle related receivables that it services for itself or others in accordance with its Customary Servicing Practicesconnection therewith (the “Established Collection Procedures”). Subject to the limitations provided in Section 3.52.06(c) [(which limitations shall remain in effect at all times)], the Servicer may is hereby authorized to grant extensions, rebatesmodifications, deferrals, amendments, modifications amendments or adjustments with respect to any on a Receivable in accordance with its Customary Servicing Practices; provided(collectively, however, that if “Receivable Modifications”) without the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day prior consent of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase Owner of such Receivable in the manner [provided in Section 3.6that such Receivable Modifications are Permitted Modifications (as defined below)]. [The Servicer may is authorized in its discretion to waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.] [The Servicer is not authorized and may not make any Receivable Modifications unless such Receivable Modifications are Permitted Modifications. “Permitted Modifications” mean any Receivable Modifications made pursuant to the Established Collection Procedures with respect to which at least one of the following conditions has been or will be satisfied: (i) the Receivable Modifications, individually and collectively, considering all Receivable Modifications proposed to be made to such Receivable, are ministerial in nature (such as, by way of example, the change of payment dates due from an Obligor to a different day in the month, waiver of any late payment charge, or waiver of other fees that may be collected in the ordinary course of servicing the Receivable); (ii) the Servicer, in response to a request made by an Obligor and pursuant to the Established Collection Procedures, provides for extensions of payments with respect to the related Receivable to the extent that the following conditions all apply: (a) such extensions will not exceed 90 days in the aggregate during any 12-month period; (b) such extensions will not exceed 180 days in the aggregate during the life of such Receivable; and (c) the Servicer believes that such extensions are appropriate or necessary to prevent the Receivable from going into default (or where such Receivable is already in default, to prevent the Receivable from becoming further impaired); (iii) the Servicer, in response to a request made by an Obligor, provides for modifications due to a long-term hardship with respect to a Receivable to the extent that the Servicer believes such modifications are necessary to preserve the property ownership of such Receivable and to prevent such Receivable from going into default (or where such Receivable is already in default, to prevent the Receivable from becoming further impaired) and such modifications align with applicable laws and regulations; or (iv) the Servicer has delivered an opinion to the Issuing Entity to the effect that such Receivable Modifications will not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes.]

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) Act of 2003, as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivableamended), it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make any modification described in the preceding clause (i) or (ii) that would trigger a repurchase pursuant to the above provisions or pursuant to Section 3.6, in either case for the sole purpose of enabling the Servicer to purchase a Receivable from the Issuer and further provided, that any change referred to in this Section 3.2 shall only be made if either (a) the Obligor is in default or, in the judgment of the Servicer, is reasonably expected to default in the near future, or (b) the change is to the payment due date of a Receivable, does not exceed 25 days and is made not more than twice during the term of such Receivable. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Subject to the provisos of the second sentence of the first paragraph of this Section 3.2, the Servicer shall and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables for the account of the Servicer and/or its Affiliates (but not be required the Issuer) so long as such practices, promotions or sales are offered to make obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might indirectly result in a decrease in the aggregate amount of payments made (but not any advances of funds or guarantees regarding collections, cash flows or distributions. Payments related contractual obligation) on the Receivables, including payoffsprepayments or faster or slower timing of the payment of the Receivables. Notwithstanding anything in this Agreement to the contrary, made in accordance with the Servicer may refinance any Receivable by (a) making a new loan to the Obligor and depositing the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account or (b) by causing the Issuer to effect a substantive modification to the Receivable when the request for such modification is the result of a contact from or request of the related documentation for such ReceivablesObligor, in which case the Receivable shall be posted deemed to be refinanced and the Servicer shall promptly deposit the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account as soon as practical. The receivable created by such refinancing shall not be property of the Issuer, in the case of (b) in the prior sentence, upon the Servicer’s related payment to Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the repayment of some or all of the amount of a Receivable owned by the Issuer upon the death or disability of the Obligor records in accordance or any casualty with respect to the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to shall service and administer the Transferred Receivables and Related Rights, shall collect and deposit Collections on such Transferred Receivables into the Collection Account and shall charge-off as uncollectible Transferred Receivables, all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject customary and usual servicing procedures for servicing receivables comparable to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable Transferred Receivables and in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Credit and Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable Policies and in the manner provided set forth in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivablethis Agreement. The Servicer shall not be have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 6.7, the Servicer or its designee is hereby authorized and empowered, unless such power is revoked by the Administrative Agent following the occurrence and continuance of a Servicer Default pursuant to Section 6.7, (i) to make withdrawals and payments from the Collection Account as set forth in this Agreement, (ii) to take any action required or permitted in this Agreement, (iii) to execute and deliver, on behalf of the Administrative Agent, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Receivables and Related Rights and, after the delinquency of any Transferred Receivables and to the extent permitted under and in compliance with applicable Requirements of Law, to commence collection proceedings with respect to such Transferred Receivables and (iv) to make any advances filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any state securities authority on behalf of funds the Transferor as may be necessary or guarantees regarding collectionsadvisable to comply with any federal or state securities or reporting requirements or other laws or regulations. The Transferor shall, cash flows or distributions. Payments on upon the Receivableswritten request of the Servicer, including payoffs, made in accordance furnish the Servicer with the related documentation for such Receivables, shall be posted any documents relating to the Servicer’s Obligor records in accordance with Transferor or the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.-120- 00000000 T-Mobile (EIP) Third A&R RPAA NJ 231109207v1 736153181 19632398

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and otherwise act with respect to the Receivables, the Physical Damage Insurance Policies, the Dealer Agreements and related property in such manner as will, in the reasonable judgment of Servicer, maximize the amount to be received by Issuer with respect thereto, in accordance with its Customary Servicing Practicesthe standard of care required by Section 4.1. Subject Servicer shall be entitled to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications rebates or adjustments with respect to on a Receivable, or amend or modify any Receivable in accordance with its Customary Servicing Practicescustomary procedures if Servicer believes in good faith that such amendment or modification is in Issuer's best interests; providedprovided that Servicer may not, howeverunless ordered by a court of competent jurisdiction or otherwise required by applicable law, that if the Servicer (i) extends extend a Receivable beyond the date for Collection Period preceding the latest final payment by the Obligor scheduled Payment Date of any Notes issued under the Indenture or (ii) reduce the Principal Balance or Contract Rate of any Receivable. If Servicer fails to comply with the provisions of the preceding sentence, Servicer shall be required to purchase the Receivable beyond or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 4.7 as of the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (includingin which such failure occurs. Servicer may, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion (in accordance with its customary standards, policies and procedures), waive any prepayment charge, late payment charge charge, extension fee or any other fees fee that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable new or used automobile and light-duty truck receivables that it services for itself. The Servicer shall enforce the obligations of each Receivables Servicer under the related Receivables Servicing Agreement in all material respects until such Receivables Servicing Agreement has been terminated in accordance with its Customary Servicing Practicesterms. Subject to Section 3.5The Servicer shall not change the amount of, change the annual percentage rate of or extend any Receivable or change any material term of a Receivable, except as provided by the terms of the Receivable or of this Agreement or as required by law or court order, and except that the Servicer may permit a Receivables Servicer to grant extensions, rebates, deferrals, amendments, modifications rebates or adjustments with respect to any Receivable the extent permitted in accordance with its Customary the related Receivables Servicing PracticesAgreement; provided, however, that the Servicer may extend any Receivable that is in default or with respect to which default is reasonably foreseeable and that would be acceptable to the Servicer with respect to comparable new or used automobile and light-duty truck receivables that it (or the related Receivables Servicer) services for itself, if the maturity of such Receivable will not be extended beyond [ ]. If, as a result of inadvertently rescheduling or extending payments, such rescheduling or extension breaches any of the terms of the proviso to the preceding sentence, then the Servicer (i) extends shall be obligated to purchase such Receivable pursuant to Section 3.6. For the date for final payment purpose of such purchases pursuant to Section 3.6, notice shall be deemed to have been received by the Obligor Servicer at such time as shall make purchase mandatory as of any Receivable beyond the last day of the Collection Period immediately prior during which the discovery of such breach occurred. Notwithstanding anything herein to the Class E Final Scheduled Payment Date or contrary, the Servicer shall not make any collection, repossession of liquidation efforts in respect of (i) any [ ] Receivables after [ ] and (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables[ ] Receivables after [ ].

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may in its discretion grant extensionsPermitted Modifications, rebatesbut not any other extension, deferralsdeferral, amendmentsamendment, modifications modification, temporary reduction in payment, alteration or adjustments adjustment with respect to any Receivable in 5 Sale and Servicing Agreement (20[ ]-[ ]) accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or Date, (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and shall follow such collection procedures as it follows with respect to all comparable motor vehicle receivables (including automobiles and light-duty trucks) [and motorcycle receivables] that it services for itself or others. The Servicer shall be authorized to grant extensions, rebates or adjustments on a Receivable without the prior consent of the Issuer. If, as a result of the extending of payments in accordance with the customary servicing standards of the Servicer, any Receivable will be outstanding later than the Final Scheduled Maturity Date, the Servicer shall be obligated to repurchase such Receivable pursuant to Section 3.08. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to constitute a cancellation of such Receivable and the creation of a new motor vehicle receivable (including automobiles and light-duty trucks) [or new motorcycle receivable] that results in a deemed exchange thereof within the meaning of Section 1001 of the Code, the Servicer shall purchase such Receivable pursuant to Section 3.08, and the receivable created shall not be included in Collateral held by the Issuer. Notwithstanding the foregoing, extensions or modifications of the payment schedule of a Receivable can be made only in accordance with the customary servicing procedures of the Servicer, provided that the amount of any extension fee charged in connection with the extension of a Receivable is deposited into the Collection Account by the Servicer in accordance with Section 4.05(a). The Servicer may, in accordance with its Customary Servicing Practices. Subject to Section 3.5customary servicing procedures, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable after the Cut-off Date other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief ActAct of 2003, as amended) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivableorder, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make any modification described in the preceding clause (i) or (ii) that would trigger a repurchase pursuant to the above provisions or pursuant to Section 3.6, in either case for the sole purpose of enabling the Servicer to purchase a Receivable from the Issuer and provided, further, that any change referred to in this Section 3.2 shall only be made if either (a) the Obligor is in default or, in the judgment of the Servicer, is reasonably expected to default in the near future, or (b) the change is to the payment due date of a Receivable, does not exceed twenty-five (25) days and is made not more than twice during the term of such Receivable. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Subject to the provisos of the second sentence of the first paragraph of this Section 3.2, the Servicer shall and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables for the account of the Servicer and/or its Affiliates (but not be required the Issuer) so long as such practices, promotions or sales are offered to make obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might indirectly result in a decrease in the aggregate amount of payments made (but not any advances of funds or guarantees regarding collections, cash flows or distributions. Payments related contractual obligation) on the Receivables, including payoffsprepayments or faster or slower timing of the payment of the Receivables. Notwithstanding anything in this Agreement to the contrary, made in accordance with the Servicer may refinance any Receivable by (a) making a new loan to the Obligor and depositing the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account or (b) by causing the Issuer to effect a substantive modification to the Receivable when the request for such modification is the result of a contact from or request of the related documentation for such ReceivablesObligor, in which case the Receivable shall be posted deemed to be refinanced and the Servicer shall promptly deposit the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account as soon as practical. The receivable created by such refinancing shall not be property of the Issuer, in the case of (b) in the prior sentence, upon the Servicer’s related payment to Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the repayment of some or all of the amount of a Receivable owned by the Issuer upon the death or disability of the Obligor records in accordance or any casualty with respect to the Servicer’s Customary Financed Vehicle. 6 Sale and Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.Agreement (USAA 20[ ]-[ ])

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5The Servicer, the Servicer in accordance with its Customary Servicing Practices, may grant Permitted Modifications but not any other extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; providedReceivable, however, that if nor may the Servicer (i) extends extend the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date of the latest maturing Class of Notes or (ii) reduces reduce the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) at the direction of a regulatory authority or in connection accordance with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in regulatory guidance or (D) if the manner provided in Section 3.6related Obligor is an SCRA Obligor. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable machinery receivables that it services for itself or others. The Servicer shall not reduce the principal balance of, reduce the APR of, reduce the aggregate amount of Scheduled Payments or the amount of any Scheduled Payment due under any Receivable, release or modify CFSC's security interest in accordance with its Customary Servicing Practicesthe Financed Equipment securing such Receivable, or otherwise amend or modify a Receivable in a manner that would have a material adverse effect on the interests of the Noteholders. Subject to Section 3.5Notwithstanding the foregoing, the Servicer may grant extensionsextensions on a Receivable; PROVIDED, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, howeverHOWEVER, that if the Servicer (i) extends the due date for final payment of any Scheduled Payment to a date beyond the Final Maturity Date, it shall promptly purchase the Receivable from the Issuer in accordance with the terms of SECTION 4.07. The Servicer shall allocate payments made by or on behalf of the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect Receivables first to any Receivable other than overdue scheduled payment (Aincluding taxes and miscellaneous billables), second to the current scheduled payment (including taxes and miscellaneous billables) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating and third to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6late fees. The Servicer may in its discretion waive any late payment charge or any other fees amounts of Servicer's Yield that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required Notwithstanding anything in this Agreement to make the contrary, in the event a Receivable becomes a Liquidated Receivable, any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, Recoveries relating thereto shall be posted paid to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments Servicer and such Liquidated Receivable shall be allocated assigned by the Trust to principal, interest or other items in accordance with the related documentation for such ReceivablesSeller.

Collection of Receivable Payments. (a) Modification of -------------------------------------------------- Receivables. The Servicer will Subservicer shall make reasonable efforts to collect all ----------- payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and shall follow such collection procedures required in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments Credit and Collection Policy and as it follows with respect to any all comparable motor vehicle receivables that it services for itself or others. Except as otherwise provided in section 3.07, the Subservicer shall be authorized to grant extensions or adjustments on a Receivable in accordance with its Customary Servicing Practiceswithout the prior consent of the Issuer; provided, however, that if no extensions are allowed in the Servicer (i) extends the date for final payment by the Obligor first 12 months of a Receivable, no extensions are allowed in consecutive months and only one extension may be granted in any Receivable beyond the last day of the Collection Period immediately prior one 12-month period. Subject to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitationSection 3.07, the Servicemembers Civil Relief Act) Subservicer may not waive, modify or court order or (iii) reduces the Principal Balance with respect to otherwise vary any Receivable other than (A) as required by applicable law, (B) in connection with provision of a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in except as may be otherwise provided under the manner provided in Section 3.6Credit and Collection Policy or this Agreement. The Servicer Notwithstanding the foregoing, the Subservicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a any Receivable. The Servicer shall not be required to make any advances If, as a result of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made extending of payments in accordance with the related documentation for such ReceivablesCredit and Collection Policy, (i) any Receivable will be outstanding later than the last day of the Collection Period in which the Certificate Final Distribution Date occurs or (ii) a Financed Vehicle is released from the security interest, the Master Servicer shall be posted obligated to repurchase such Receivable pursuant to Section 3.08. In addition, in the Servicer’s Obligor records event that any such extension of a Receivable modifies the terms of such Receivable in such a manner as to constitute a cancellation of such Receivable and the creation of a new motor vehicle receivable that results in a deemed exchange thereof within the meaning of Section 1001 of the Code, the Master Servicer shall purchase such Receivable pursuant to Section 3.08, and the Receivable created shall not be included in the Trust Estate. Notwithstanding the foregoing, extensions or modifications of the payment schedule of a Receivable can be made only in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principalCredit and Collection Policy, interest provided that the amount of any extension fee charged in connection with the extension of a Receivable is deposited into the Collection Account as part of Available Interest by the Master Servicer or other items the Subservicer in accordance with the related documentation for such ReceivablesSection 4.02(a).

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing PracticesPractices and will otherwise act with respect to the Receivables and the Insurance Policies in such manner as will, in the reasonable judgment of the Servicer, maximize the net amount to be received by the Issuer with respect thereto. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable (an “Extension”) beyond the last day of the Collection Period immediately prior to the Class E A-4 Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such ReceivableDate, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, however, that in any given three (3) month period, the average percentage of Receivables that have been the subject of an Extension during each of those three months (by number of Receivables at the beginning of each month) shall not exceed [4.00]% (or such other percentage as may be agreed to by the Controlling Party). The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable by accepting a new promissory note from the related Obligor and depositing the full outstanding Principal Balance of such Receivable plus any accrued interest on such Receivable into the Collection Account. The Servicer receivable created by such refinancing shall not be required to make any advances property of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesIssuer.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and otherwise act with respect to the Receivables, the Physical Damage Insurance Policies, the Dealer Agreements and related property in such manner as will, in the reasonable judgment of Servicer, maximize the amount to be received by Issuer with respect thereto, in accordance with its Customary Servicing Practicesthe standard of care required by Section 4.1. Subject Servicer shall be entitled to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications amend or adjustments with respect to modify any Receivable in accordance with its Customary Servicing Practicescustomary procedures if Servicer believes in good faith that such amendment or modification is in Issuer's best interests; providedprovided that Servicer may not, however, that if the Servicer (i) extends the date for final payment unless ordered by the Obligor a court of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date competent jurisdiction or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as otherwise required by applicable law, (Bi) in connection with extend a settlement Receivable beyond the Final Scheduled Maturity Date or (ii) amend or modify the Principal Balance or Contract Rate of any Receivable (except any increase in the event the Receivable becomes Principal Balance made as a Defaulted Receivable or (C) in connection result of any Force Placed Insurance Advance made with a Cram Down Loss relating respect to such Receivable). If Servicer fails to comply with the provisions of the preceding sentence, it will promptly Servicer shall be required to purchase such the Receivable or Receivables affected thereby, for the Purchase Amount, in the manner provided specified in Section 3.64.7 as of the close of the Collection Period in which such failure occurs. The Servicer may may, in its discretion (in accordance with its customary standards, policies and procedures), waive any prepayment charge, late payment charge or any other fees fee that may be collected in the ordinary course of servicing a Receivable. The Nothing contained in this Agreement shall prevent the Servicer shall not be required from providing, or require Servicer to make purchase any advances of funds or guarantees regarding collectionsReceivable if Servicer provides, cash flows or distributions. Payments on the Receivables, including payoffs, made to any Obligor any one-month extensions in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivablesits customary servicing practices.

Collection of Receivable Payments. (a) The Master Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and otherwise act with respect to the Receivables, the Physical Damage Insurance Policies, the Dealer Agreements and related property in such manner as will, in the reasonable judgment of Master Servicer, maximize the amount to be received by Issuer with respect thereto, in accordance with its Customary Servicing Practicesthe standard of care required by Section 4.1. Subject Master Servicer shall be entitled to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications rebates or adjustments with respect to on a Receivable, or amend or modify any Receivable in accordance with its Customary Servicing Practicescustomary procedures if Master Servicer believes in good faith that such amendment or modification is in Issuer’s best interests; providedprovided that Master Servicer may not, howeverunless ordered by a court of competent jurisdiction or otherwise required by applicable law, that if the Servicer (i) extends extend a Receivable beyond the date for Collection Period preceding the latest final payment by the Obligor scheduled Payment Date of any Notes issued under the Indenture or (ii) reduce the Principal Balance or Contract Rate of any Receivable. If Master Servicer fails to comply with the provisions of the preceding sentence, Master Servicer shall be required to purchase the Receivable beyond or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 4.7 as of the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (includingin which such failure occurs. Master Servicer may, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion (in accordance with its customary standards, policies and procedures), waive any prepayment charge, late payment charge charge, extension fee or any other fees fee that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.53.6, the Servicer may grant extensions[Permitted Modifications, rebatesbut not any other extension, deferralsdeferral, amendmentsamendment, modifications modification, alteration or adjustments adjustment,] with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E Final Scheduled Payment Date for the latest maturing Class of Notes (such extension, a “Post-Maturity Term Extension”), or (ii) reduces the Contract Annual Percentage Rate or the Outstanding Principal Balance with respect to any Receivable (such reduction, a “Reduction Event”) other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or by court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The 3.7; provided, further, that the Servicer may in its discretion waive shall not make any late payment charge or any other fees that may be collected modification described in the ordinary course preceding proviso that would trigger a purchase pursuant to the above provisions or pursuant to Section 3.7, in either case for the sole purpose of servicing enabling the Servicer to purchase a ReceivableReceivable from the Issuer. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records related to such Receivables in accordance with the Servicer’s its Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensionsPermitted Modifications, rebatesbut not any other extension, deferralsdeferral, amendmentsamendment, modifications modification, alteration, temporary reduction in payments or adjustments adjustment, with respect 5 Form of Servicing Agreement Table of Contents to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Outstanding Principal Balance with respect to any Receivable Receivable, in either case other than (A) as required by applicable lawlaw or court order, at the direction of a regulatory authority or in accordance with regulatory guidance or if the related Obligor is covered by the Servicemembers Civil Relief Act or (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Severely Distressed Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make a modification described in the preceding clause (i) or (ii) that would trigger a purchase pursuant to Section 3.6 for the sole purpose of enabling the servicer to purchase a Receivable from the Issuer. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall is not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments Without limiting the foregoing, the Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may engage in any marketing practice or promotion or any sale of any products, goods or services, including Insurance Policy, to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, including payoffs, made in accordance with prepayments or faster or slower timing of the related documentation for such Receivables, shall be posted to payment of the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable machinery receivables that it services for itself or others. The Servicer shall not reduce the principal balance of, reduce the APR of, reduce the aggregate amount of Scheduled Payments or the amount of any Scheduled Payment due under any Receivable, release or modify CFSC’s security interest in accordance with its Customary Servicing Practicesthe Financed Equipment securing such Receivable, or otherwise amend or modify a Receivable in a manner that would have a material adverse effect on the interests of the Noteholders. Subject to Section 3.5Notwithstanding the foregoing, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practicesextensions on a Receivable; provided, however, that if the Servicer (i) extends the due date for final payment by the Obligor of any Receivable Scheduled Payment to a date beyond the last day of the Collection Period immediately prior to the Class E B Note Final Scheduled Payment Date or (ii) reduces Distribution Date, it shall promptly purchase the Contract Rate Receivable from the Issuing Entity in accordance with respect to any Receivable other than as the terms of Section 4.07. To the extent not otherwise required by applicable law (including, without limitationor the applicable Contract, the Servicemembers Civil Relief Act) Servicer shall allocate payments made by or court order or (iii) reduces on behalf of the Principal Balance Obligor with respect to the Receivables first to any Receivable other than overdue Scheduled Payment (Aincluding taxes and miscellaneous billables), second to the current Scheduled Payment (including taxes and miscellaneous billables) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating and third to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6late fees. The Servicer may in its discretion waive any late payment charge or any other fees amounts of Additional Servicing Compensation that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required Notwithstanding anything in this Agreement to make the contrary, in the event that a Receivable becomes a Liquidated Receivable, any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, Recoveries relating thereto shall be posted paid to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments Depositor and such Liquidated Receivable shall be allocated assigned by the Trust to principal, interest or other items in accordance with the related documentation for such ReceivablesDepositor.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensionsPermitted Modifications, rebatesbut not any other extension, deferralsdeferral, amendmentsamendment, modifications modification, alteration or adjustments adjustment, with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The ; provided, further, that the Servicer may in its discretion waive any late payment charge or any other fees that may be collected shall not make a modification described in the ordinary course preceding clause (i) or (ii) that would trigger a purchase pursuant to Section 3.6 for the sole purpose of servicing purchasing a ReceivableReceivable from the Issuer. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments Subject to the proviso of the second sentence of this Section 3.2, the Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables. The Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may also sell insurance or debt cancellation products, including payoffs, made products which result in accordance the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor or any casualty with the related documentation for such Receivables, shall be posted respect to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and shall follow such collection procedures as it follows with respect to all comparable motor vehicle receivables (including automobiles and light-duty trucks) [and motorcycle receivables] that it services for itself or others. The Servicer shall be authorized to grant extensions, rebates or adjustments on a Receivable without the prior consent of the Issuer. If, as a result of the extending of payments in accordance with the customary servicing standards of the Servicer, any Receivable will be outstanding later than the Final Scheduled Maturity Date, the Servicer shall be obligated to repurchase such Receivable pursuant to Section 3.08. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to constitute a cancellation of such Receivable and the creation of a new motor vehicle receivable (including automobiles and light-duty trucks) that results in a deemed exchange thereof within the meaning of Section 1001 of the Code, the Servicer shall purchase such Receivable pursuant to Section 3.08, and the receivable created shall not be included in Collateral held by the Issuer. Notwithstanding the foregoing, extensions or modifications of the payment schedule of a Receivable can be made only in accordance with the customary servicing procedures of the Servicer, provided that the amount of any extension fee charged in connection with the extension of a Receivable is deposited into the Collection Account by the Servicer in accordance with Section 4.05(a). The Servicer may, in accordance with its Customary Servicing Practices. Subject to Section 3.5customary servicing procedures, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. MODIFICATION AND AMENDMENT OF RECEIVABLES; LOCKBOX AGREEMENTS. (a) The Consistent with the standards, policies and procedures required by this Agreement, the Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Pledged Receivables as and when the same shall become due in accordance with its Customary Servicing Practices. Subject to Section 3.5due, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments and shall follow such collection procedures as it follows with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, all comparable automobile receivables that if the Servicer (i) extends the date it services for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date itself or (ii) reduces the Contract Rate others and otherwise act with respect to any Receivable other than as required by applicable law (including, without limitationthe Pledged Receivables, the Servicemembers Civil Relief Act) or court order or (iii) reduces Dealer Agreements, the Principal Balance Dealer Assignments and the Insurance Policies in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Borrower and the Investors with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6thereto. The Servicer may is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Pledged Receivable. ( The Servicer may at any time agree, in accordance with its normal underwriting criteria, to a modification, amendment or extension of a Pledged Receivable in order to (i) change the Obligor's regular due date to another date within the Settlement Period in which such due date occurs, (ii) re-amortize the scheduled payments on the Pledged Receivable following a partial prepayment of principal or (iii) grant extensions on a Receivable, provided that the Servicer shall not be permitted to extend the monthly payments on a Receivable more than two times in any twelve-month period, and provided further that the aggregate period of all extensions on a Receivable shall not exceed six months. ( The Servicer may grant payment extensions or deferrals on, or other modifications or amendments to, a Pledged Receivable (including those modifications permitted by SECTION 8.2(b)) in accordance with its customary procedures if the Servicer believes in good faith that such extension, modification or amendment is necessary to avoid a default on such Pledged Receivable, will maximize the amount to be received by the Borrower and the Investors with respect to such Pledged Receivable, and is otherwise in the best interests of the Borrower and the Investors; PROVIDED, HOWEVER, that: ( any such extension shall not extend beyond 84 months after the Facility Termination Date; and ( the Servicer shall not amend or modify a Pledged Receivable (except as provided in SECTION 8.2(b) and this SECTION 8.2(c)) without the written consent of the Agent; PROVIDED, THAT any such amendment, modification or extension shall be delivered by the Servicer to the Custodian promptly after execution thereof. ( The Servicer shall use its best efforts to cause Obligors to make all payments on the Pledged Receivables, whether by check or by direct debit of the Obligor's bank account, directly to one or more Lockbox Banks, acting as agent for the Collateral Agent pursuant to the Lockbox Agreement. Amounts received by the Lockbox Bank in respect of the Pledged Receivables may initially be deposited into a demand deposit account maintained by the Lockbox Bank as agent for the Collateral Agent and for other owners of automobile receivables serviced by the Servicer. The Servicer shall use its best efforts to cause any Lockbox Bank to deposit all payments on the Receivables in the Lockbox Account no later than the Business Day after receipt, and to cause all amounts credited to the Lockbox Account on account of such payments to be transferred to the Collection Account no later than the second Business Day after receipt of such payments. The Lockbox Account shall be a demand deposit account held by the Lockbox Bank, or an Eligible Account satisfying clause (i) of the definition thereof. Prior to each Advance Date, the Servicer shall have notified each Obligor that makes its payments on the Pledged Receivables by check to make such payments thereafter directly to the Lockbox Bank (except in the case of Obligors that have already been making such payments to the Lockbox Bank), and shall have provided each such Obligor with a supply of mailing address labels in order to enable such Obligors to make such payments directly to the Lockbox Bank for deposit into the Lockbox Account, and the Servicer will continue, not less often than every three months, to so notify those Obligors who have failed to make payments to the Lockbox Bank. If and to the extent requested by the Agent, the Servicer shall request each Obligor that makes payment on the Pledged Receivables by direct debit of such Obligor's bank account, to execute a new authorization for automatic payment which in the judgment of the Agent is sufficient to authorize direct debit by the Lockbox Bank on behalf of the Borrower. If at any time the Lockbox Bank is unable to directly debit an Obligor's bank account that makes payment on the Pledged Receivables by direct debit and if such inability is not cured within 15 days or cannot be required cured by execution by the Obligor of a new authorization for automatic payment, the Servicer shall notify such Obligor that it cannot make payment by direct debit and must thereafter make payment by check. Notwithstanding the Lockbox Agreement, or any of the provisions of this Agreement relating to make any advances of funds or guarantees regarding collectionsthe Lockbox Agreement, cash flows or distributions. Payments on the Receivables, including payoffs, made Servicer shall remain obligated and liable to the Borrower and the Investors for servicing and administering the Pledged Receivables in accordance with the related documentation provisions of this Agreement without diminution of such obligation or liability by virtue thereof. In the event the Servicer shall for any reason no longer be acting as such, the Backup Servicer or successor Servicer shall thereupon assume all of the rights and, from the date of assumption, all of the obligations of the outgoing Servicer under the Lockbox Agreement, if applicable. The Backup Servicer or any other successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such Receivablessuccession. In such event, the successor Servicer shall be deemed to have assumed all of the outgoing Servicer's interest therein and to have replaced the outgoing Servicer as a party to the Lockbox Agreement to the same extent as if such Lockbox Agreement had been assigned to the successor Servicer, except that the outgoing Servicer shall not thereby be relieved of any liability, or obligations on the part of the outgoing Servicer to the Lockbox Bank under the Lockbox Agreement. The outgoing Servicer shall, upon request of the Agent but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to each such Agreement and an accounting of amounts collected and held by the Lockbox Bank and otherwise use its best efforts to effect the orderly and efficient transfer of any Lockbox Agreement to the successor Servicer. In the event that the Agent elects to change the identity of the Lockbox Bank, the Servicer, at its expense, shall be posted cause the Lockbox Bank to deliver, at the direction of the Agent, or a successor Lockbox Bank, all documents and records relating to the Servicer’s Obligor records Pledged Receivables and all amounts held (or thereafter received) by the Lockbox Bank (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lockbox arrangements and the Servicer shall notify the Obligors to make payments to the Lockbox Account established by the successor. ( The Servicer shall remit all payments by or on behalf of the Obligors received directly by the Servicer to the Collection Account or the Lockbox Bank for deposit into the Collection Account, without deposit into any intervening account as soon as practicable, but in accordance with no event later than the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesBusiness Day after receipt thereof.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E A-4 Final Scheduled Payment Date or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Subject to the proviso of the second sentence of this Section 3.2, the Servicer shall and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not be required to make any advances such practices, promotions or sales might result in a decrease in the aggregate amount of funds or guarantees regarding collections, cash flows or distributions. Payments payments on the Receivables, including payoffs, made prepayments or faster or slower timing of the payment of the Receivables. Notwithstanding anything in accordance with the related documentation for such Receivables, shall be posted this Agreement to the Servicer’s contrary, the Servicer may refinance any Receivable and deposit the full Outstanding Principal Balance of such Receivable into the Collection Account. The receivable created by such refinancing shall not be property of the Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor records in accordance or any casualty with respect to the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable), it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make a modification described in the preceding clause (i) or (ii) that would trigger a purchase pursuant to Section 3.6 for the sole purpose of purchasing a Receivable from the Issuer. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Subject to the proviso of the second sentence of this Section 3.2, the Servicer shall and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not be required to make any advances such practices, promotions or sales might result in a decrease in the aggregate amount of funds or guarantees regarding collections, cash flows or distributions. Payments payments on the Receivables, including payoffs, made prepayments or faster or slower timing of the payment of the Receivables. Notwithstanding anything in accordance with the related documentation for such Receivables, shall be posted this Agreement to the Servicer’s contrary, the Servicer may refinance any Receivable at the request of the Obligor records and deposit the full Outstanding Principal Balance of such Receivable into the Collection Account. The receivable created by such refinancing shall not be property of the Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in accordance the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor or any casualty with respect to the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesFinanced Vehicle.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and otherwise act with respect to the Receivables, the Physical Damage Insurance Policies, the Dealer Agreements and related property in such manner as will, in the reasonable judgment of Servicer, maximize the amount to be received by Owner Trustee with respect thereto, in accordance with its Customary the standard of care required by Section 4.1. Servicer 12 2002-1 Sale and Servicing Practices. Subject Agreement shall be entitled to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications rebates or adjustments with respect to on a Receivable, or amend or modify any Receivable in accordance with its Customary Servicing Practicescustomary procedures if Servicer believes in good faith that such amendment or modification is in Owner Trustee's best interests; providedprovided that Servicer may not, howeverunless ordered by a court of competent jurisdiction or otherwise required by applicable law, that if the Servicer (i) extends extend a Receivable beyond September 18, 2009 or (ii) reduce the date for final payment by the Obligor Principal Balance or Contract Rate of any Receivable. If Servicer fails to comply with the provisions of the preceding sentence, Servicer shall be required to purchase the Receivable beyond or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 4.7 as of the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate in which such failure occurs. Servicer may, in accordance with respect to any Receivable other than as required by applicable law (includingits customary standards, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawpolicies and procedures, (Bi) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any prepayment charge, late payment charge charge, extension fee or any other fees fee that may be collected in the ordinary course of servicing a Receivable and (ii) treat a partial scheduled payment as being a full scheduled payment in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable after the Cut-off Date other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief ActAct of 2003, as amended) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivableorder, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make any modification described in the preceding clause (i) or (ii) that would trigger a repurchase pursuant to the above provisions or pursuant to Section 3.6, in either case for the sole purpose of enabling the Servicer to purchase a Receivable from the Issuer and provided, further, that any change referred to in this Section 3.2 shall only be made if either (a) the Obligor is in default or, in the judgment of the Servicer, is reasonably expected to default in the near future, or (b) the change is to the payment due date of a Receivable, does not exceed 25 days and is made not more than twice during the term of such Receivable. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Subject to the provisos of the second sentence of the first paragraph of this Section 3.2, the Servicer shall and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables for the account of the Servicer and/or its Affiliates (but not be required the Issuer) so long as such practices, promotions or sales are offered to make obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might indirectly result in a decrease in the aggregate amount of payments made (but not any advances of funds or guarantees regarding collections, cash flows or distributions. Payments related contractual obligation) on the Receivables, including payoffsprepayments or faster or slower timing of the payment of the Receivables. Notwithstanding anything in this Agreement to the contrary, made in accordance with the Servicer may refinance any Receivable by (a) making a new loan to the Obligor and depositing the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account or (b) by causing the Issuer to effect a substantive modification to the Receivable when the request for such modification is the result of a contact from or request of the related documentation for such ReceivablesObligor, in which case the Receivable shall be posted deemed to be refinanced and the Servicer shall promptly deposit the full Outstanding Principal Balance of such refinanced Receivable into the Collection Account as soon as practical. The receivable created by such refinancing shall not be property of the Issuer, in the case of (b) in the prior sentence, upon the Servicer’s related payment to Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the repayment of some or all of the amount of a Receivable owned by the Issuer upon the death or disability of the Obligor records in accordance or any casualty with respect to the Servicer’s Customary Financed Vehicle. 6 Sale and Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.Agreement (USAA 20[ ]-[ ])

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable machinery receivables that it services for itself or others. The Servicer shall not reduce the principal balance of, reduce the APR of, reduce the aggregate amount of Scheduled Payments or the amount of any Scheduled Payment due under any Receivable, release or modify CFSC’s security interest in accordance with its Customary Servicing Practicesthe Financed Equipment securing such Receivable, or otherwise amend or modify a Receivable in a manner that would have a material adverse effect on the interests of the Noteholders. Subject to Section 3.5Notwithstanding the foregoing, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practicesextensions on a Receivable; provided, however, that if the Servicer (i) extends the due date for final payment by the Obligor of any Receivable Scheduled Payment to a date beyond the last day of the Collection Period immediately prior to the Class E B Note Final Scheduled Payment Date or (ii) reduces Distribution Date, it shall promptly purchase the Contract Rate Receivable from the Issuer in accordance with respect to any Receivable other than as the terms of Section 4.07. To the extent not otherwise required by applicable law (including, without limitationor the applicable Contract, the Servicemembers Civil Relief Act) Servicer shall allocate payments made by or court order or (iii) reduces on behalf of the Principal Balance Obligor with respect to the Receivables first to any Receivable other than overdue Scheduled Payment (Aincluding taxes and miscellaneous billables), second to the current Scheduled Payment (including taxes and miscellaneous billables) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating and third to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6late fees. The Servicer may in its discretion waive any late payment charge or any other fees amounts of Additional Servicing Compensation that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required Notwithstanding anything in this Agreement to make the contrary, in the event that a Receivable becomes a Liquidated Receivable, any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, Recoveries relating thereto shall be posted paid to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments Seller and such Liquidated Receivable shall be allocated assigned by the Trust to principal, interest or other items in accordance with the related documentation for such ReceivablesSeller.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and otherwise act with respect to the Receivables, the Physical Damage Insurance Policies, the Dealer Agreements and related property in such manner as will, in the reasonable judgment of Servicer, maximize the amount to be received by Owner Trustee with respect thereto, in accordance with its Customary Servicing Practicesthe standard of care required by Section 4.1. Subject Servicer shall be entitled to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications rebates or adjustments with respect to on a Receivable, or amend or modify any Receivable in accordance with its Customary Servicing Practicescustomary procedures if Servicer believes in good faith that such amendment or modification is in Owner Trustee's best interests; providedprovided that Servicer may not, howeverunless ordered by a court of competent jurisdiction or otherwise required by applicable law, that if the Servicer (i) extends extend a Receivable beyond January 31, 2008 or (ii) reduce the date for final payment by the Obligor Principal Balance or Contract Rate of any Receivable. If Servicer fails to comply with the provisions of the preceding sentence, Servicer shall be required to purchase the Receivable beyond or Receivables affected thereby, for the Purchase Amount, in the manner specified in Section 4.7 as of the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (includingin which such failure occurs. Servicer may, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion (in accordance with its customary standards, policies and procedures), (i) waive any prepayment charge, late payment charge charge, extension fee or any other fees fee that may be collected in the ordinary course of servicing a Receivable and (ii) treat a partial scheduled payment as being a full scheduled payment in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E C Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and otherwise act with respect to the Receivables, the Physical Damage Insurance Policies, the Dealer Agreements and related property in such manner as will, in the reasonable judgment of Servicer, maximize the amount to be received by Issuer with respect thereto, in accordance with its Customary Servicing Practicesthe standard of care required by SECTION 4.1. Subject Servicer shall be entitled to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications rebates or adjustments with respect to on a Receivable, or amend or modify any Receivable in accordance with its Customary Servicing Practicescustomary procedures if Servicer believes in good faith that such amendment or modification is in Issuer's best interests; providedprovided that Servicer may not, howeverunless ordered by a court of competent jurisdiction or otherwise required by applicable law, that if the Servicer (i) extends extend a Receivable beyond the date for Collection Period preceding the latest final payment by the Obligor scheduled Payment Date of any Notes issued under the Indenture or (ii) reduce the Principal Balance or Contract Rate of any Receivable. If Servicer fails to comply with the provisions of the preceding sentence, Servicer shall be required to purchase the Receivable beyond or Receivables affected thereby, for the Purchase Amount, in the manner specified in SECTION 4.7 as of the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (includingin which such failure occurs. Servicer may, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion (in accordance with its customary standards, policies and procedures), waive any prepayment charge, late payment charge charge, extension fee or any other fees fee that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to shall service and administer the Transferred Receivables and Related Rights, shall collect and deposit Collections on such Transferred Receivables into the Collection Account and shall charge-off as uncollectible Transferred Receivables, all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject customary and usual servicing procedures for servicing receivables comparable to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable Transferred Receivables and in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Credit and Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable Policies and in the manner provided set forth in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivablethis Agreement. The Servicer shall not be have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 6.7, the Servicer or its designee is hereby authorized and empowered, unless such power is revoked by the Administrative Agent following the occurrence and continuance of a Servicer Default pursuant to Section 6.7, (i) to make withdrawals and payments from the Collection Account as set forth in this Agreement, (ii) to take any action required or permitted in this Agreement, (iii) to execute and deliver, on behalf of the Administrative Agent, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Receivables and Related Rights and, after the delinquency of any Transferred Receivables and to the extent permitted under and in compliance with applicable Requirements of Law, to commence collection proceedings with respect to such Transferred Receivables and (iv) to make any advances filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any state securities authority on behalf of funds the Transferor as may be necessary or guarantees regarding collectionsadvisable to comply with any federal or state securities or reporting requirements or other laws or regulations. The Transferor shall, cash flows or distributions. Payments on upon the Receivableswritten request of the Servicer, including payoffs, made in accordance furnish the Servicer with the related documentation for such Receivables, shall be posted any documents relating to the ServicerTransferor or the T-Mobile (EIP) Third A&R RPAA Transferred Assets in such Person’s Obligor records in accordance with possession reasonably necessary or appropriate to enable the Servicer’s Customary Servicing Practices. Such payments shall be allocated Servicer to principal, interest or other items in accordance with the related documentation for such Receivablescarry out its servicing and administrative duties hereunder.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications modifications, temporary reductions in payments or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E [D][E] Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable lawlaw or court order, (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or Severely Distressed Receivable, (C) in connection with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received from a Dealer and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in accordance with regulatory guidance or (F) if the related Obligor is an SCRA Obligor, it will promptly purchase such Receivable in the manner provided in in, and subject to the conditions set forth in, Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by (x) applicable law or (y) any consent order or other agreement with any regulator (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces , the Principal Balance Servicer’s Customary Servicing Practices with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable Obligors that are active military personnel or (C) in connection with a Cram Down Loss relating to such Receivablecourt order), it will promptly purchase such Receivable in the manner provided in Section 3.63.6 if such change in the Receivable would materially and adversely affect the interests of the Issuer or the Noteholders in such Receivable. The In the event that at the end of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in its discretion waive any late more than one payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivablesprincipal and interest.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.53.6, the Servicer may grant waivers, extensions, rebatesdeferrals, deferralsalterations, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E Final Scheduled Payment Date for the latest maturing Class of Notes (such extension, a “Post-Maturity Term Extension”), or (ii) reduces the Contract Annual Percentage Rate or the Amount Financed with respect to any Receivable (such reduction, a “Reduction Event”) other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or by court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The 3.7; provided, further, that the Servicer may in its discretion waive shall not make any late payment charge or any other fees that may be collected modification described in the ordinary course preceding proviso that would trigger a purchase pursuant to the above provisions or pursuant to Section 3.7, in either case for the sole purpose of servicing enabling the Servicer to purchase a ReceivableReceivable from the Issuer. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records related to such Receivables in accordance with the Servicer’s its Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate or Outstanding Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivableorder, it will promptly purchase such Receivable in the manner provided in Section 3.6. 3.6 if such change in the Receivable would materially and adversely affect the interests of the Issuer or the Noteholders in such Receivable The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributionsdistributions other than as set forth in Section 4.3(c). Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing PracticesPractices and will otherwise act with respect to the Receivables and the Insurance Policies in such manner as will, in the reasonable judgment of the Servicer, maximize the net amount to be received by the Issuer with respect thereto. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable (an “Extension”) beyond the last day of the Collection Period immediately prior to the Class E A-4-A Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivableand Class A-4-B Final Scheduled Payment Date, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, however, that in any given three (3) month period, the average percentage of Receivables that have been the subject of an Extension during each of those three months (by number of Receivables at the beginning of each month) shall not exceed 4.00% (or such other percentage as may be agreed to by the Controlling Party). The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable by accepting a new promissory note from the related Obligor and depositing the full outstanding Principal Balance of such Receivable plus any accrued interest on such Receivable into the Collection Account. The Servicer receivable created by such refinancing shall not be required to make any advances property of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such ReceivablesIssuer.

Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the The Servicer may grant extensionsPermitted Modifications, rebatesbut not any other extension, deferralsdeferral, amendmentsamendment, modifications modification, alteration, temporary reduction in payments or adjustments adjustment, with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to preceding the Class E latest Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Outstanding Principal Balance with respect to any Receivable Receivable, in either case other than (A) as required by applicable lawlaw or court order, at the direction of a regulatory authority or in accordance with regulatory guidance or if the related Obligor is covered by the Servicemembers Civil Relief Act or (B) in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Severely Distressed Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6; provided, further, that the Servicer shall not make a modification described in the preceding clause (i) or (ii) that would trigger a purchase pursuant to Section 3.6 for the sole purpose of enabling the servicer to purchase a Receivable from the Issuer. The Servicer may in its discretion waive any late payment charge or any other fees that constitute Supplemental Servicing Fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall is not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments Without limiting the foregoing, the Servicer and its Affiliates (each in its individual capacity and not on behalf of the Issuer) may engage in any marketing practice or promotion or any sale of any products, goods or services, including Insurance Policy, to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, including payoffs, made in accordance with prepayments or faster or slower timing of the related documentation for such Receivables, shall be posted to payment of the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

Collection of Receivable Payments. (a) The Servicer will shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due due, and shall follow such collection practices, policies and procedures as it follows with respect to comparable motor vehicle related receivables that it services for itself or others in accordance with its Customary Servicing Practicesconnection therewith (the “Established Collection Procedures”). Subject to the limitations provided in Section 3.52.06(c) [(which limitations shall remain in effect at all times)], the Servicer may is hereby authorized to grant extensions, rebates, deferrals, amendmentsalterations, modifications amendments or adjustments with respect to any on a Receivable in accordance with its Customary Servicing Practices; provided(collectively, however, that if “Receivable Modifications”) without the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day prior consent of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase Owner of such Receivable in the manner [provided in Section 3.6that such Receivable Modifications are Permitted Modifications (as defined below)]. [The Servicer may is authorized in its discretion waive of waiver any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.] [The Servicer is not authorized and may not make any Receivable Modifications unless such Receivable Modifications are Permitted Modifications. “Permitted Modifications” mean any Receivable Modifications made pursuant to the Established Collection Procedures with respect to which at least one of the following conditions has been or will be satisfied: (i) the Receivable Modifications, individually and collectively, considering all Receivable Modifications proposed to be made to such Receivable, are ministerial in nature (such as, by way of example, the change of payment dates due from an Obligor to a different day in the month, waiver of any prepayment charge or late payment charge, or waiver of other fees that may be collected in the ordinary course of servicing the Receivable); (ii) the Servicer, in response to a request made by an Obligor and pursuant to the Established Collection Procedures, provides for extensions or deferrals of payments with respect to the related Receivable to the extent that the following conditions all apply: (a) such extensions or deferrals will not exceed 90 days in the aggregate during any 12-month period; (b) such extensions or deferrals will not exceed 180 days in the aggregate during the life of such Receivable; and (c) the Servicer believes that such extensions or deferrals are appropriate or necessary to preserve the value of such Receivable and to prevent the Receivable from going into default (or where such Receivable is already in default, to prevent the Receivable from becoming further impaired); (iii) the Servicer provides for extensions or deferrals of payment with respect to a Receivable which is in default and which the Servicer believes are appropriate or necessary to preserve the value of such Receivable and to prevent such Receivable from becoming further impaired; or (iv) the Servicer has delivered an opinion to the Issuing Entity to the effect that such Receivable Modifications will not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes.]