Authorization of Master Servicer. Master Servicer is hereby authorized to take any and all reasonable steps necessary or desirable and consistent with the ownership of the Transferred Receivables by Owner and the pledge of the Transferred Receivables to the Indenture Trustee, in the determination of Master Servicer, to (a) collect all amounts due under each Transferred Receivable, including endorsing its name on checks and other instruments representing Collections on such Transferred Receivable, and executing and delivering any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to such Transferred Receivable, and (b) after a Transferred Receivable becomes delinquent and to the extent permitted under and in Servicing Agreement compliance with applicable law and regulations, (i) commence proceedings with respect to the enforcement of payment of such Transferred Receivable and the related Financing Agreement, (ii) adjust, settle or compromise any payments due thereunder, and (iii) initiate proceedings against any Collateral Security securing the obligations due under such Transferred Receivable, and otherwise enforce and exercise rights with respect to such Collateral Security and the related Financing Agreements, in each case, consistent with the Credit and Collection Policies, (c) to make withdrawals from the Collection Account and any Series Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, and (d) to take any action required or permitted under any enhancement for any Series or class of Notes, as set forth in this Agreement, the Indenture or any Indenture Supplement. Owner shall furnish (or cause to be furnished) Master Servicer with any powers of attorney and other documents necessary or appropriate to enable Master Servicer to carry out its servicing and administrative duties hereunder, and Owner shall assist Master Servicer to the fullest extent to enable Master Servicer to collect the Transferred Receivables and otherwise discharge its duties hereunder.
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Authorization of Master Servicer. Master Servicer is hereby authorized to take any and all reasonable steps necessary or desirable and consistent with the ownership of the Transferred Receivables by Owner and the pledge of the Transferred Receivables to the Indenture Trustee, in the determination of Master Servicer, to (a) collect all amounts due under each Transferred Receivable, including endorsing its name on checks and other instruments representing Collections on such Transferred Receivable, and executing and delivering any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to such Transferred Receivable, and (b) after a Transferred Receivable is at risk of imminently becoming delinquent or after a Transferred Receivable becomes delinquent (or if a Transferred Receivable is at risk of imminently becoming a Defaulted Receivable or after a Transferred Receivable becomes a Defaulted Receivable) and to the extent permitted under and in Servicing Agreement compliance with applicable law and regulations, (i) commence proceedings with respect to the enforcement of payment of such Transferred Receivable and the related Financing Agreement, (ii) adjust, settle or compromise any payments due thereunder, and (iii) initiate proceedings against any Collateral Security securing the obligations due under such Transferred Receivable, and otherwise enforce and exercise rights with respect to such Collateral Security and the related Financing Agreements, in each case, consistent with the Credit and Collection Policies, (c) to make withdrawals from the Collection Account and any Series Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, and (d) to take any action required or permitted under any enhancement for any Series or class of Notes, as set forth in this Agreement, the Indenture or any Indenture Supplement, (e) deliver Instructions and other directions as to the investment of funds credited to the Trust Accounts on behalf of Owner; provided that such directions will limit the investment of funds only to Permitted Investments and (f) without limiting the authorization in clause (b), to the extent such action would not materially and adversely affect the Owner or the Owner’s ability to pay any of its obligations as such obligations become due and is permitted under and in compliance with applicable law and regulations, adjust, settle or compromise any payments due under a Transferred Receivable in accordance with the Credit and Collection Policies. Owner shall furnish (or cause to be furnished) Master Servicer with any powers of attorney and other documents necessary or appropriate to enable Master Servicer to carry out its servicing and administrative duties hereunder, and Owner shall assist Master Servicer to the fullest extent to enable Master Servicer to collect the Transferred Receivables and otherwise discharge its duties hereunder. Upon the request of a Dealer, and consistent with the Credit and Collection Policies, Master Servicer, on behalf of Owner, shall permit such Dealer to terminate any agreement (including any invoice) pursuant to, or under which, such Dealer is obligated to make payments with respect to any Receivable (a “Contract”); provided, that the Dealer shall have paid the Termination Amount, which shall constitute and be treated like Collections in respect of the related Receivable. “Termination Amount” means, with respect to a Contract, as of any date, the amount that the related Dealer owes under such Contract on such date, which shall not be less than, with respect to a (i) a Contract with prepayment rights, one hundred percent (100%) of the principal and accrued interest thereunder plus any premium set forth in such Contract, and (ii) a Contract without prepayment rights, one hundred percent (100%) of the principal and accrued interest thereunder plus any premium that may be collected in accordance with the related Credit and Collection Policies.
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Authorization of Master Servicer. Master Servicer is hereby authorized to take any and all reasonable steps necessary or desirable and consistent with the ownership of the Transferred Receivables by Owner and the pledge of the Transferred Receivables to the Indenture Trustee, in the determination of Master Servicer, to (a) collect all amounts due under each Transferred Receivable, including endorsing its name on checks and other instruments representing Collections on such Transferred Receivable, and executing and delivering any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to such Transferred Receivable, and (b) after a Transferred Receivable becomes delinquent and to the extent permitted under and in Servicing Agreement compliance with applicable law and regulations, (i) commence proceedings with respect to the enforcement of payment of such Transferred Receivable and the related Financing Agreement, (ii) adjust, settle or compromise any payments due thereunder, and (iii) initiate proceedings against any Collateral Security securing the obligations due under such Transferred Receivable, and otherwise enforce and exercise rights with respect to such Collateral Security and the related Financing Agreements, in each case, consistent with the Credit and Collection Policies, (c) to make withdrawals from the Collection Account and any Series Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, and (d) to take any action required or permitted under any enhancement for any Series or class of Notes, as set forth in this Agreement, the Indenture or any Indenture Supplement. Owner shall furnish (or cause to be furnished) Master Servicer with any powers of attorney and other documents necessary or appropriate to enable Master Servicer to carry out its servicing and administrative duties hereunder, and Owner shall assist Master Servicer to the fullest extent to enable Master Servicer to collect the Transferred Receivables and otherwise discharge its duties hereunder.
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