Common use of Appointment of Successor Servicer Clause in Contracts

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. Upon the Successor Servicer’s acceptance of its appointment, the Indenture Trustee shall give written notice of the identity of the Successor Servicer to the Rating Agencies, the Asset Representations Reviewer and the Seller. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer (except with respect to responsibilities and obligations of the predecessor Servicer set forth in Section 7.2) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by this Agreement. None of the terms Indenture Trustee or any other Successor Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Servicer, including but not limited to failure of such predecessor Servicer to timely deliver to the Indenture Trustee any required information pertaining to the Receivables, any funds required to be deposited with the Indenture Trustee, or any breach of duty of such predecessor Servicer to cooperate with a transfer of servicing as required hereunder. Any Successor Servicer shall from time to time provide to NH Credit such information as NH Credit shall reasonably request with respect to the Receivables and provisions collections thereon. (c) Subject to the Indenture Trustee’s right to appoint a Successor Servicer pursuant to the last sentence of clause (a) after the Indenture Trustee has become Servicer, the Servicer may not resign unless it is prohibited from serving as such by law as evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Trustee. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any transition expenses, servicing fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and (ii) become the Administrator pursuant transactions set forth or provided for herein or be liable for or be required to Section 1.09 of the Administration Agreementmake any servicer advances.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) 45 days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile motor vehicle receivables (including automobiles and light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee or the Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall appoint a successor Servicer which shall continue be the successor in all respects to perform the Servicer in its functions capacity as Servicer under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunderOwner Trustee, the Indenture Trustee shall appoint a Successor Servicer, and the Successor such successor Servicer shall accept its appointment (including its appointment take such action, consistent with this Agreement, as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable shall be necessary to the Trusteeseffectuate any such succession. In the event that the Indenture Trustee and the Noteholders are unable to appoint a Successor Servicer has not been appointed at successor within thirty (30) days of the time when date of the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionrelated notice of termination, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or may petition a court of competent jurisdiction to appoint any established institutiona successor Servicer. If a successor Servicer is acting as Servicer hereunder, having a net worth of not less than $50,000,000 and whose regular business it shall include be subject to termination under Section 8.02 upon the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions occurrence of any predecessor Servicer Termination Event after its appointment as successor Servicer. The original Servicer shall pay any and all fees and expenses incurred as a result of a transfer of servicing. (b) The Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall have no liability to the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor, any Noteholders, any Certificateholders or any other Person if they exercise their right to appoint a successor to the Servicer. Pending appointment pursuant to the preceding paragraph, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. (c) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer Servicer, and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer (except with respect to responsibilities and obligations of the predecessor Servicer set forth in Section 7.2) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by this Agreement. None of the terms Indenture Trustee or any other Successor Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Servicer, including but not limited to failure of such predecessor Servicer to timely deliver to the Indenture Trustee any required information pertaining to the Receivables, any funds required to be deposited with the Indenture Trustee, or any breach of duty of such predecessor Servicer to cooperate with a transfer of servicing as required hereunder. Any Successor Servicer shall from time to time provide to NH Credit such information as NH Credit shall reasonably request with respect to the Receivables and provisions collections thereon. (c) Subject to the Indenture Trustee’s right to appoint a Successor Servicer pursuant to the last sentence of clause (a) after the Indenture Trustee has become Servicer, the Servicer may not resign unless it is prohibited from serving as such by law as evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Trustee. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any transition expenses, servicing fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and (ii) become the Administrator pursuant transactions set forth or provided for herein or be liable for or be required to Section 1.09 of the Administration Agreementmake any servicer advances.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.18, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice orthe Termination Notice or otherwise specified by the Administrative Agent, if no such date is specified to the Servicer and the Backup Servicer in a notice of termination, until receipt of such notice and, writing. The Administrative Agent may at the time described in the case immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall within seven (7) days assume all obligations of resignationthe Servicer hereunder, until and all authority and power of the later Servicer under this Agreement shall pass to and be vested in the Backup Servicer; provided, however, that any Successor Servicer (including, without limitation, the Backup Servicer) shall not (i) be responsible or liable for any past actions or omissions of the outgoing Servicer or (ii) be obligated to make Servicer Advances. The Administrative Agent may appoint (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (Backup Servicer as successor servicer, or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) if the date upon which Administrative Agent does not so appoint the predecessor Backup Servicer, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date, the Administrative Agent shall become unable as promptly as possible appoint an alternate successor servicer to act as Servicer, as specified Servicer (in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereundereach such case, the Indenture Trustee shall appoint a “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor ServicerAdministrative Agent. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting its appointment as Successor Servicer, the Backup Servicer (subject to Section 7.19(a)) or the alternate successor servicer, as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement, shall assume all Servicing Duties hereunder and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable. Any Successor Servicer shall be entitled, with the prior consent of the Administrative Agent, to appoint agents to provide some or all of its duties hereunder, provided that no such appointment shall relieve such Successor Servicer of the duties and obligations of the Successor Servicer pursuant to the terms hereof and that any such subcontract may be terminated upon the occurrence of a Servicer Termination Event. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Servicer under this Agreement and shall pass to and be vested in the Successor Servicer, and, without limitation, the Successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Collateral. (iid) become Upon the Administrator Backup Servicer receiving notice that it is required to serve as the Successor Servicer hereunder pursuant to the foregoing provisions of this Section 1.09 of 7.19, the Administration AgreementBackup Servicer will promptly begin the transition to its role as Successor Servicer. (e) The Backup Servicer shall be entitled to receive its Transition Costs incurred in transitioning to Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) 45 days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 or the Servicer’s 's resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) 45 days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon If the Servicer’s receipt of notice of termination Servicer is terminated pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.1, the predecessor Servicer shall it will continue to perform its functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice or, if no such date is specified in a the notice of termination. If the Servicer resigns pursuant to Section 6.6, until receipt of such notice and, in the case of resignation, it will continue to perform its functions as Servicer under this Agreement until the later earlier to occur of (i) the date forty-five (45) days from Indenture Trustee or a Successor Servicer assuming the delivery to the Trustees responsibilities and obligations of written notice of such resignation (or written confirmation of such notice) Ford Credit as Servicer in accordance with this Section 7.2 and as the terms Administrator in accordance with Section 5.2 of this the Administration Agreement and or (ii) the date upon which the predecessor Servicer shall become is legally unable to act as Servicer, Servicer as specified in the notice of resignation and accompanying Opinion of Counsel. In . (b) If the event of the Servicer’s termination hereunderServicer resigns or is terminated under this Agreement, the Indenture Trustee shall appoint a Successor Servicerwill (i) provide notice of such termination or resignation to the Issuer, and (ii) as promptly as possible, appoint an institution having a net worth of not less than $50,000,000 whose business includes the Successor servicing of motor vehicle receivables, as the successor to the Servicer shall under this Agreement. Such successor will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b7.2(d)) by (x) entering into a written assumption servicing agreement with the Issuer having substantially the same provisions as the provisions of this Agreement applicable to the Servicer, in a form acceptable to the TrusteesOwner Trustee and the Indenture Trustee, and (y) delivering a copy of such servicing agreement to the Indenture Trustee and the Issuer (such a successor, a “Successor Servicer”). In the event that Promptly following a Successor Servicer’s acceptance of its appointment, the Indenture Trustee will notify the Issuer of such appointment, specifying in such notice the name and address of the Successor Servicer. (c) If no Person has accepted its appointment as Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee Trustee, without further action shall action, will be automatically be appointed the Successor Servicer and Servicer. However, if the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be is unwilling or legally unable or unwilling so to actact as Successor Servicer, appoint it will appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, an institution having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as successor. The Indenture Trustee will be released from its duties and obligations as Successor Servicer on the successor date that a new servicer enters into a servicing agreement with the Issuer and delivers a copy of such servicing agreement to the Servicer under this Agreement. In no event shall Indenture Trustee and the Successor Servicer be liable for the acts or omissions of any predecessor ServicerIssuer as provided in Section 7.2(b). (bd) Upon appointmentacceptance of its appointment as Successor Servicer, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall will (i) be the successor in all respects to the predecessor Servicer and shall will be subject to all of the responsibilities, duties and liabilities arising thereafter relating thereto following such Successor Servicer’s appointment placed on the predecessor Servicer and shall be entitled relating to the Total Servicing Fee and all the rights granted to the such predecessor Servicer’s performance of its duties as Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to under the Administration Agreement in accordance with Section 1.09 5.2 of the Administration Agreement. (e) In connection with any appointment of a Successor Servicer, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer may agree; provided that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer will take such action, consistent with this Agreement, as will be necessary to effectuate any such succession. (f) If the Indenture Trustee succeeds to the Servicer’s duties as provided in Section 7.2(c), it will do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, Article VI of the Indenture will be inapplicable to the Indenture Trustee in its duties as Successor Servicer. In case the Indenture Trustee becomes Successor Servicer pursuant to Section 7.2(c), the Indenture Trustee will be entitled to appoint as Servicer any one of its Affiliates; provided that the Indenture Trustee, in its capacity as Successor Servicer, will be liable for the actions and omissions of such Affiliate in its capacity as Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall continue be subject to perform its functions as all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case of terminationIssuer, only until the date specified Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer (including the Indenture Trustee in such capacity) is acting as Servicer hereunder, it shall be subject to termination notice or, if no such date is specified in under Section 8.02 upon the occurrence of any Servicer Termination Event after its appointment as successor Servicer. (b) On and after the time the Servicer receives a notice of terminationtermination pursuant to Section 8.02 or upon the resignation of the Servicer pursuant to Section 7.06, until receipt of such notice and, in or if the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (Indenture Trustee is legally unable or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable unwilling to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event Indenture Trustee or Noteholders evidencing at least 50% of the Outstanding Amount of the Notes may exercise at any time their right to appoint a successor to the Servicer’s termination hereunder, and shall have no liability to the Owner Trustee, the Indenture Trustee shall appoint a Successor Trustee, the Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionDepositor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feeany Noteholders, any Certificateholders or any other Person if they do so. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact as Servicer, appoint the Indenture Trustee, the Issuer or Noteholders evidencing at least 50% of the Outstanding Amount of the Notes may petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), Eligible Servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Indenture Trustee shall act as successor Servicer under this Agreement. In no unless it is legally unable to do so, in which event the outgoing Servicer shall the Successor continue to act as Servicer be liable for the acts or omissions of any predecessor Serviceruntil a successor has been appointed and accepted such appointment. (bc) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities of the Servicer arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and Agreement. Each successor Servicer shall be obligated to provide to BMW FS by electronic means, at least five (ii5) become the Administrator pursuant Business Days prior to Section 1.09 of the Administration Agreementeach Payment Date, certain information with respect to each Receivable as may be requested by BMW FS.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 8.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeServicer. Notwithstanding the above, the Indenture Trustee shallTrustee, if it shall be legally unable or unwilling so to act, appoint shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer Servicer, by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement. (c) In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 90 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer in accordance with this Section. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact or if, appoint within 30 days after the delivery of its notice of resignation, the Issuer shall not have obtained a Successor Servicer, the Indenture Trustee shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer Servicer, by the terms and provisions of this Agreement and Agreement. (iic) become the Administrator pursuant In connection with such appointment, subject to Section 1.09 3.7(e) of the Administration Indenture, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall continue be subject to perform its functions as all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case of terminationIssuer, only until the date specified Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer (including the Indenture Trustee in such capacity) is acting as Servicer hereunder, it shall be subject to termination notice or, if no such date is specified in under Section 8.02 upon the occurrence of any Servicer Termination Event after its appointment as successor Servicer. (b) On and after the time the Servicer receives a notice of terminationtermination pursuant to Section 8.02 or upon the resignation of the Servicer pursuant to Section 7.06, until receipt of such notice and, in or if the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (Indenture Trustee is legally unable or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable unwilling to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event Indenture Trustee or Noteholders evidencing at least 50% of the Outstanding Amount of the Notes may exercise at any time their right to appoint a successor to the Servicer’s termination hereunder, and shall have no liability to the Owner Trustee, the Indenture Trustee shall appoint a Successor Trustee, the Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionDepositor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feeany Noteholders, any Certificateholders or any other Person if they do so. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact as Servicer, appoint the Indenture Trustee, the Issuer or Noteholders evidencing at least 50% of the Outstanding Amount of the Notes may petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), Eligible Servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Indenture Trustee shall act as successor Servicer under this Agreement. In no unless it is legally unable to do so, in which event the outgoing Servicer shall the Successor continue to act as Servicer be liable for the acts or omissions of any predecessor Serviceruntil a successor has been appointed and accepted such appointment. (bc) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities of the Servicer arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant Agreement. Each successor Servicer shall be obligated to Section 1.09 of the Administration Agreementprovide to BMW FS by electronic means, at least five Business Days prior to each Payment Date, certain information with respect to each Receivable as may be requested by BMW FS.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee or the Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall appoint a successor Servicer which shall continue be the successor in all respects to perform the Servicer in its functions capacity as Servicer under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunderOwner Trustee, the Indenture Trustee shall appoint a Successor Servicer, and the Successor such successor Servicer shall accept its appointment (including its appointment take such action, consistent with this Agreement, as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable shall be necessary to the Trusteeseffectuate any such succession. In the event that the Indenture Trustee and the Noteholders are unable to appoint a Successor Servicer has not been appointed at successor within thirty (30) days of the time when date of the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionrelated notice of termination, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or may petition a court of competent jurisdiction to appoint any established institutiona successor Sxxxxxxx. If a successor Sxxxxxxx is acting as Servicer hereunder, having a net worth of not less than $50,000,000 and whose regular business it shall include be subject to termination under Section 8.02 upon the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions occurrence of any predecessor Servicer Termination Event after its appointment as successor Servicer. The original Servicer shall pay any and all fees and expenses incurred as a result of a transfer of servicing. (b) The Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall have no liability to the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor, any Noteholders, any Certificateholders or any other Person if they exercise their right to appoint a successor to the Servicer. Pending appointment pursuant to the preceding paragraph, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. (c) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer Servicer, and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.15, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt of such notice and, a date mutually agreed upon by the Servicer and the Administrative Agent. The Administrative Agent may at the time described in the case immediately preceding sentence, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of resignationthe Servicer hereunder, until and all authority and power of the later of (i) Servicer under this Agreement shall pass to and be vested in the date forty-five (45) days from Backup Servicer. As compensation therefor, the delivery Backup Servicer shall be entitled to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance Servicing Fee, together with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified other servicing compensation in the notice form of resignation and accompanying Opinion of Counselassumption fees, late payment charges or otherwise as provided herein; including, without limitation, Transition Expenses. In the event of that the Administrative Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Administrative Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Administrative Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)Collateral, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon its appointment, the Successor Backup Servicer (including subject to Section 6.16(a)) or the Indenture Trustee acting as Successor Servicer) , as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable; provided that the Backup Servicer or Successor Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Backup Servicer or Successor Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any taxes required to be paid by the Servicer (provided that the Backup Servicer or Successor Servicer, as applicable, shall pay any income taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Backup Servicer or the Successor Servicer, as applicable, upon becoming a Successor Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Backup Servicer or Successor Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Article IV. Further, for so long as the Backup Servicer shall be the Successor Servicer, the provisions of Section 2.15, Section 2.16(b) and Section 2.16(e) of this Agreement shall not apply to it in its capacity as Servicer. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Seller and, without limitation, the Seller is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Seller in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral. (iid) become Upon the Administrator Backup Servicer receiving notice that it is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 1.09 6.16, the Backup Servicer will promptly begin the transition to its role as Servicer. Notwithstanding the foregoing, the Backup Servicer may, in its discretion, appoint, or petition a court of competent jurisdiction to appoint, any established servicing institution as the successor to the Servicer hereunder in the assumption of all or any part of the Administration responsibilities, duties or liabilities of the Servicer hereunder. As compensation, any Successor Servicer (including, without limitation, the Administrative Agent) so appointed shall be entitled to receive the Servicing Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that accrued prior thereto, including, without limitation, Transition Expenses. In the event the Backup Servicer is required to solicit bids as provided herein, the Backup Servicer shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth in Section 6.16(a). Such public announcement shall specify that the Successor Servicer shall be entitled to the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that accrued prior thereto. Within 30 days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Backup Servicer to the Administrative Agent and the Backup Servicer shall have consented thereto. The Backup Servicer shall not resign as servicer until a Successor Servicer has been appointed and accepted such appointment. Notwithstanding anything to the contrary contained herein, in no event shall Xxxxx Fargo, in any capacity, be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer under this Agreement and the transactions set forth or provided for by this Agreement.

Appointment of Successor Servicer. (a) Upon If the Servicer’s receipt of notice of termination Servicer is terminated pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.1, the predecessor Servicer shall it will continue to perform its functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice or, if no such date is specified in a the notice of termination. If the Servicer resigns pursuant to Section 6.6, it will continue to perform its functions as Servicer under this Agreement until receipt of such notice and, in the case of resignation, until the later of (i) if the resigning Servicer is Ford Credit, the earlier to occur of (A) the Indenture Trustee or a Successor Servicer assuming the responsibilities and obligations of Ford Credit as Servicer in accordance with this Section 7.2 and as the Administrator in accordance with Section 5.2 of the Administration Agreement or (B) the date forty-five upon which any regulatory authority requires such resignation and (45ii) if the resigning Servicer is not Ford Credit, the earlier to occur of (A) the date 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written the notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and Section 6.6 or (iiB) the date upon which the predecessor Servicer shall become is legally unable to act as Servicer, Servicer as specified in the notice of resignation and accompanying Opinion of Counsel. In . (b) If the event of the Servicer’s termination hereunderServicer resigns or is terminated under this Agreement, the Indenture Trustee shall will (i) provide notice of such termination or resignation to the Issuer and (ii) as promptly as possible, appoint an institution having a Successor Servicernet worth of not less than $50,000,000 whose business includes the servicing of motor vehicle receivables, and as the Successor successor to the Servicer shall under this Agreement. Such successor will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b7.2(d)) by (x) entering into a written assumption servicing agreement with the Issuer having substantially the same provisions as the provisions of this Agreement applicable to the Servicer, in a form acceptable to the TrusteesOwner Trustee and the Indenture Trustee and (y) delivering a copy of such servicing agreement to the Indenture Trustee and the Issuer (such a successor, a "Successor Servicer"). In the event that Promptly following a Successor Servicer's acceptance of its appointment, the Indenture Trustee will notify the Issuer of such appointment, specifying in such notice the name and address of the Successor Servicer. (c) If no Person has accepted its appointment as Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee Trustee, without further action shall action, will be automatically be appointed the Successor Servicer and Servicer. However, if the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be is unwilling or legally unable or unwilling so to actact as Successor Servicer, appoint it will appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, an institution having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as successor. The Indenture Trustee will be released from its duties and obligations as Successor Servicer on the successor date that a new servicer enters into a servicing agreement with the Issuer and delivers a copy of such servicing agreement to the Servicer under this Agreement. In no event shall Indenture Trustee and the Successor Servicer be liable for the acts or omissions of any predecessor ServicerIssuer as provided in Section 7.2(b). (bd) Upon appointmentacceptance of its appointment as Successor Servicer, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall will (i) be the successor in all respects to the predecessor Servicer and shall will be subject to all of the responsibilities, duties duties, and liabilities arising thereafter relating thereto following such Successor Servicer's appointment placed on the predecessor Servicer and shall be entitled relating to the Total Servicing Fee and all the rights granted to the such predecessor Servicer's performance of its duties as Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to under the Administration Agreement in accordance with Section 1.09 5.2 of the Administration Agreement. (e) In connection with any appointment of a Successor Servicer, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer may agree, provided that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer will take such action, consistent with this Agreement, as will be necessary to effectuate any such succession. (f) If the Indenture Trustee succeeds to the Servicer's duties as provided in Section 7.2(c), it will do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, Article VI of the Indenture will be inapplicable to the Indenture Trustee in its duties as Successor Servicer. In case the Indenture Trustee becomes Successor Servicer pursuant to Section 7.2(c), the Indenture Trustee will be entitled to appoint as Servicer any one of its Affiliates, provided that the Indenture Trustee, in its capacity as Successor Servicer, will be liable for the actions and omissions of such Affiliate in its capacity as Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, if no Backup Servicer is then engaged, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer (except with respect to responsibilities and obligations of the predecessor Servicer set forth in Section 7.2) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by this Agreement. None of the terms Backup Servicer, the Indenture Trustee or any other Successor Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Servicer, including but not limited to failure of such predecessor Servicer to timely deliver to the Indenture Trustee any required information pertaining to the Receivables, any funds required to be deposited with the Indenture Trustee, or any breach of duty of such predecessor Servicer to cooperate with a transfer of servicing as required hereunder. Any Successor Servicer shall from time to time provide to NH Credit such information as NH Credit shall reasonably request with respect to the Receivables and provisions collections thereon. (c) Subject to the Indenture Trustee’s right to appoint a Successor Servicer pursuant to the last sentence of clause (a) after the Indenture Trustee has become Servicer, the Servicer may not resign unless it is prohibited from serving as such by law as evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee, the Backup Servicer and the Trustee. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any transition expenses, servicing fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and (ii) become the Administrator pursuant transactions set forth or provided for herein or be liable for or be required to Section 1.09 of the Administration Agreementmake any servicer advances.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders, nor shall automatically be appointed it have any obligation for the Successor Servicer and payment of fees pursuant to Section 10.17. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Payment Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts or omissions amount of the servicing fee paid hereunder and the amount necessary to induce any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting to act as Successor Servicer) shall (i) be Servicer hereunder or the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 responsibilities of the Administration AgreementServicer set forth in Section 3.08 and 3.16.

Appointment of Successor Servicer. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or upon the resignation of the Servicer pursuant to Section 7.07, the Backup Servicer, if any (or under the circumstances provided in Section 8.03(b), a successor Servicer other than such Backup Servicer, upon acceptance of appointment as Servicer in case of such a successor Servicer other than any Backup Servicer), such Backup Servicer or other successor Servicer, as the case may be, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer except as otherwise stated herein. If such a successor is acting as Servicer, it shall be subject to termination under Section 8.01(a) upon the occurrence of any Servicer Termination Event after its appointment as successor Servicer. The Backup Servicer or such other entity that becomes successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effect any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such succession. (b) Upon the Servicer’s receipt of a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.07, to the predecessor extent no Backup Servicer is then appointed, CRB shall continue appoint an Eligible Servicer to perform its functions be the successor to the Servicer, which appointment will become effective upon the satisfaction of the Rating Agency Condition. If (i) the Holders of not less than 51% of the Note Balance of the Controlling Class do not desire that the Backup Servicer, if any, or the appointed successor Servicer act as Servicer under this Agreementor (ii) the Backup Servicer, if any, or the appointed successor Servicer is legally unable to act, or, in the case of terminationa successor other than any Backup Servicer, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable choose not to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event Noteholders holding not less than 51% of the Servicer’s termination hereunderNote Balance of the Controlling Class may exercise at any time the right to direct the appointment of any Eligible Servicer as the successor to the Servicer and shall have no liability to either Trustee, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionDepositor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feeany Noteholders or any other Person if it does so. Notwithstanding the aboveforegoing, if the Holders of not less than 51% of the Note Balance of the Controlling Class do not act, the Indenture Servicer, either Trustee shall, if it shall be legally unable or unwilling so to act, appoint or Noteholders evidencing at least 25% of the Note Balance of the Outstanding Notes may petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), Eligible Servicer as the successor to the Servicer. Pending appointment pursuant to this Section, the outgoing Servicer under this Agreementshall continue to act as Servicer until a successor has been appointed and accepted such appointment. In no event The Indenture Trustee shall withdraw from the Successor Collection Account and remit to the successor Servicer be liable for the acts or omissions of any predecessor Servicersuch other party entitled thereto all reasonably incurred Transition Costs. (bc) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the its predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer its predecessor, and shall be entitled to the Total Servicing Fee as and to the extent provided for in this Agreement and all the rights granted to the predecessor Servicer in such capacity by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreementother Servicer Basic Documents.

Appointment of Successor Servicer. (a) Upon If the Servicer’s receipt of notice of termination pursuant to Servicer is terminated under Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.1, the predecessor Servicer shall it will continue to perform its functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified stated in such termination notice or, if no such date is specified in a the notice of termination. If the Servicer resigns under Section 6.6, until receipt of such notice and, in the case of resignation, it will continue to perform its functions as Servicer under this Agreement until the later earlier to occur of (i) the date forty-five (45) days from Indenture Trustee or a Successor Servicer assuming the delivery to the Trustees responsibilities and obligations of written notice of such resignation (or written confirmation of such notice) Ford Credit as Servicer in accordance with this Section 7.2 and as the terms Administrator in accordance with Section 5.2 of this the Administration Agreement and or (ii) the date upon which the predecessor Servicer shall become is legally unable to act as Servicer, Servicer as specified stated in the notice of resignation and accompanying Opinion of Counsel. In . (b) If the event of the Servicer’s termination hereunderServicer resigns or is terminated under this Agreement, the Indenture Trustee shall appoint a Successor Servicerwill (i) provide notice of the termination or resignation to the Issuer, and (ii) as promptly as possible, appoint an institution having a net worth of not less than $50,000,000 whose business includes the Successor servicing of motor vehicle receivables, as the successor to the Servicer shall under this Agreement. The successor will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b7.2(d)) by (x) entering into a written assumption servicing agreement with the Issuer having substantially the same provisions as the provisions of this Agreement applicable to the Servicer, in a form acceptable to the TrusteesOwner Trustee and the Indenture Trustee, and (y) delivering a copy of the servicing agreement to the Indenture Trustee and the Issuer (a “Successor Servicer”). In the event that Promptly following a Successor Servicer’s acceptance of its appointment, the Indenture Trustee will notify the Issuer of the appointment, specifying in the notice the name and address of the Successor Servicer. (c) If no Person has accepted its appointment as Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee Trustee, without further action shall action, will be automatically be appointed the Successor Servicer and Servicer. However, if the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be is unwilling or legally unable or unwilling so to actact as Successor Servicer, appoint it will appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, an institution having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as successor. The Indenture Trustee will be released from its duties and obligations as Successor Servicer on the successor date that a new servicer enters into a servicing agreement with the Issuer and delivers a copy of the servicing agreement to the Servicer under this Agreement. In no event shall Indenture Trustee and the Successor Servicer be liable for the acts or omissions of any predecessor ServicerIssuer as provided in Section 7.2(b). (bd) Upon appointmentacceptance of its appointment as Successor Servicer, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall will (i) be the successor in all respects to the predecessor Servicer and shall will be subject to all of the responsibilities, duties and liabilities arising thereafter relating thereto following the Successor Servicer’s appointment placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted relating to the predecessor Servicer’s performance of its duties as Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to under the Administration Agreement in accordance with Section 1.09 5.2 of the Administration Agreement. (e) In connection with any appointment of a Successor Servicer, the Indenture Trustee may make the arrangements for the compensation of the Successor Servicer out of payments on Receivables as it and the Successor Servicer may agree; provided that no compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. The Indenture Trustee and the Successor Servicer will take action, consistent with this Agreement, as will be necessary to effectuate any succession. (f) If the Indenture Trustee succeeds to the Servicer’s duties as provided in Section 7.2(c), it will do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, Article VI of the Indenture will be inapplicable to the Indenture Trustee in its duties as Successor Servicer. In case the Indenture Trustee becomes Successor Servicer under Section 7.2(c), the Indenture Trustee will be entitled to appoint as Servicer any one of its Affiliates; provided that the Indenture Trustee, in its capacity as Successor Servicer, will be liable for the actions and omissions of the Affiliate in its capacity as Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 7.7 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.058.1, the predecessor Backup Servicer shall continue be the successor in all respects to perform the outgoing Servicer in its functions capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement; provided, however, that the Backup Servicer, as successor Servicer, shall not, in any event, make any Simple Interest Advances pursuant to Section 4.4, shall have no obligations pursuant to Section 3.7 with respect to the case repurchase of termination, only until Receivables and shall have no obligations pursuant to Section 3.8 with respect to the date specified in such termination notice orfees and expenses of the Owner Trustee or the Indenture Trustee or the fees and expenses of the Owner Trustee’s attorneys or the Indenture Trustee’s attorneys. Notwithstanding the foregoing, if no such date the Backup Servicer is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (outgoing Servicer or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become be unwilling or legally unable to act as successor Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicerappoint, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the Servicer under this Agreement. In no event The Indenture Trustee and such successor Servicer shall the Successor Servicer take such action, consistent with this Agreement, as shall be liable for the acts or omissions of necessary to effectuate any predecessor Servicersuch succession. (b) Upon appointmentThe successor Servicer is authorized and empowered to execute and deliver, on behalf of the outgoing Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, whether to complete the transfer and endorsement of the Receivable Files or the certificates of title to the Financed Vehicles or otherwise. The outgoing Servicer shall cooperate with the Indenture Trustee, the Successor Owner Trustee and such successor Servicer in effecting the termination of its responsibilities and rights as Servicer under this Agreement, including the transfer to the successor Servicer for administration of all cash amounts that are at the time held by the outgoing Servicer for deposit or thereafter shall be received with respect to a Receivable, all Receivable Files and all information or documents that the successor Servicer may require. In addition, the outgoing Servicer shall transfer its electronic records relating to the Receivables to the successor Servicer in such electronic form as the successor Servicer may reasonably request. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred or payable by the Indenture Trustee acting as Successor Servicersuccessor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to this Agreement required in connection with the transfer of servicing, (the “Transition Costs”) shall (i) be paid by any applicable then outgoing Servicer other than the successor in all respects to Backup Servicer upon presentation of reasonable documentation of such costs and expenses. Any such Transition Costs not paid by the predecessor outgoing Servicer and shall be subject paid solely from the application of Available Funds pursuant to all Section 2.8(a)(ii) and (xiii) or Section 5.4(b)(ii) of the responsibilitiesIndenture, duties and liabilities arising thereafter relating thereto placed on as applicable. (c) If the predecessor Backup Servicer and is appointed successor Servicer pursuant to Section (a), it shall be entitled to such compensation (whether payable out of the Total Servicing Fee Collection Account or otherwise) as the outgoing Servicer would have been entitled to under this Agreement if such outgoing Servicer had not resigned or been terminated. If a Person other than the Backup Servicer is appointed successor Servicer pursuant to Section (a), the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of collections on or in respect of the Receivables as it and all such successor Servicer shall agree; provided, however, that such compensation shall not be greater than that payable to CarMax as Servicer hereunder without the rights granted prior consent of the Holders of Notes evidencing at least 51% of the Note Balance of the Controlling Class; and, provided further, that, if a Person other than the Backup Servicer is appointed successor Servicer pursuant to Section (a) because the predecessor Backup Servicer by refuses to act as successor Servicer (in breach of the terms and provisions of this Agreement and (ii) become notwithstanding that it is legally able to do so), the Administrator Backup Servicer shall be liable for any Additional Servicing Fees with respect to such successor Servicer in an aggregate amount not to exceed $150,000 per year. Notwithstanding anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer hereunder other than pursuant to Section 1.09 the preceding sentence if the Indenture Trustee is the Backup Servicer. (d) Notwithstanding anything contained in this Agreement to the contrary, the successor Servicer is authorized to accept and rely on all of the Administration Agreementaccounting records (including computer records) and work of the prior Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exists in any Predecessor Servicer Work Product and such Error makes it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Error (collectively, “Continuing Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continuing Errors; provided, however, that the successor Servicer agrees to use its best efforts to prevent further Continuing Errors. If the successor Servicer becomes aware of Errors or Continuing Errors, it shall, with the prior consent of the Holders of Notes evidencing at least 51% of the Note Balance of the Controlling Class, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continuing Errors and to prevent future Continuing Errors. The successor Servicer shall be entitled to recover its costs expended in connection with such efforts in accordance with Section 2.8(a)(ii) and (xiii) of the Indenture, as applicable.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer in accordance with this Section. Notwithstanding the above, if the Indenture Trustee shall be entitled legally unable so to receive act or if, within 30 days after the Total Servicing Fee. Notwithstanding delivery of its notice of resignation, the aboveIssuer shall not have obtained a Successor Servicer, the Indenture Trustee shallshall appoint, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer Servicer, by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement. (c) In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall continue be subject to perform its functions as all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case Owner Trustee, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 8.02 upon the occurrence of termination, only until any Servicer Termination Event after its appointment as successor Servicer. (b) On and after the date specified in such termination notice or, if no such date is specified in time the Servicer receives a notice of terminationtermination pursuant to Section 8.02 or upon the resignation of the Servicer pursuant to Section 7.06, until receipt of such notice and, in or if the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (Indenture Trustee is legally unable or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable unwilling to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of Controlling Class may exercise at any time its right to appoint a successor to the Servicer’s termination hereunder, and shall have no liability to the Owner Trustee, the Indenture Trustee shall appoint a Successor Trustee, the Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionDepositor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feeany Noteholders, any Certificateholders or any other Person if it does so. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact as Servicer, appoint the Indenture Trustee, the Owner Trustee or Noteholders evidencing 50% of the Outstanding Amount of the Notes of the Controlling Class may petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), Eligible Servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Indenture Trustee shall act as successor Servicer under this Agreement. In no unless it is legally unable to do so, in which event the outgoing Servicer shall the Successor continue to act as Servicer be liable for the acts or omissions of any predecessor Serviceruntil a successor has been appointed and accepted such appointment. (bc) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer Servicer, and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon If the Servicer’s receipt of notice of termination Servicer is terminated pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.1, the predecessor Servicer shall it will continue to perform its functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice or, if no such date is specified in a the notice of termination. If the Servicer resigns pursuant to Section 6.6, it will continue to perform its functions as Servicer under this Agreement until receipt of such notice and, in the case of resignation, until the later of (i) if the resigning Servicer is Ford Credit, the earlier to occur of (A) the Indenture Trustee or a Successor Servicer assuming the responsibilities and obligations of Ford Credit as Servicer in accordance with this Section 7.2 and as the Administrator in accordance with Section 5.2 of the Administration Agreement, or (B) the date forty-five upon which any regulatory authority requires such resignation, and (45ii) if the resigning Servicer is not Ford Credit, the earlier to occur of (A) the date 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written the notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and Section 6.6, or (iiB) the date upon which the predecessor Servicer shall become is legally unable to act as Servicer, Servicer as specified in the notice of resignation and accompanying Opinion of Counsel. In . (b) If the event of the Servicer’s termination hereunderServicer resigns or is terminated under this Agreement, the Indenture Trustee shall appoint a Successor Servicerwill (i) provide notice of such termination or resignation to the Issuer, and (ii) as promptly as possible, appoint an institution having a net worth of not less than $50,000,000 whose business includes the Successor servicing of motor vehicle receivables, as the successor to the Servicer shall under this Agreement. Such successor will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b7.2(d)) by (x) entering into a written assumption servicing agreement with the Issuer having substantially the same provisions as the provisions of this Agreement applicable to the Servicer, in a form acceptable to the TrusteesOwner Trustee and the Indenture Trustee, and (y) delivering a copy of such servicing agreement to the Indenture Trustee and the Issuer (such a successor, a "Successor Servicer"). In the event that Promptly following a Successor Servicer's acceptance of its appointment, the Indenture Trustee will notify the Issuer of such appointment, specifying in such notice the name and address of the Successor Servicer. (c) If no Person has accepted its appointment as Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee Trustee, without further action shall action, will be automatically be appointed the Successor Servicer and Servicer. However, if the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be is unwilling or legally unable or unwilling so to actact as Successor Servicer, appoint it will appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, an institution having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as successor. The Indenture Trustee will be released from its duties and obligations as Successor Servicer on the successor date that a new servicer enters into a servicing agreement with the Issuer and delivers a copy of such servicing agreement to the Servicer under this Agreement. In no event shall Indenture Trustee and the Successor Servicer be liable for the acts or omissions of any predecessor ServicerIssuer as provided in Section 7.2(b). (bd) Upon appointmentacceptance of its appointment as Successor Servicer, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall will (i) be the successor in all respects to the predecessor Servicer and shall will be subject to all of the responsibilities, duties duties, and liabilities arising thereafter relating thereto following such Successor Servicer's appointment placed on the predecessor Servicer and shall be entitled relating to the Total Servicing Fee and all the rights granted to the such predecessor Servicer by the terms and provisions Servicer's performance of this Agreement its duties as Servicer, and (ii) become the Administrator pursuant to under the Administration Agreement in accordance with Section 1.09 5.2 of the Administration Agreement. (e) In connection with any appointment of a Successor Servicer, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer may agree; provided that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer will take such action, consistent with this Agreement, as will be necessary to effectuate any such succession. (f) If the Indenture Trustee succeeds to the Servicer's duties as provided in Section 7.2(c), it will do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, Article VI of the Indenture will be inapplicable to the Indenture Trustee in its duties as Successor Servicer. In case the Indenture Trustee becomes Successor Servicer pursuant to Section 7.2(c), the Indenture Trustee will be entitled to appoint as Servicer any one of its Affiliates; provided that the Indenture Trustee, in its capacity as Successor Servicer, will be liable for the actions and omissions of such Affiliate in its capacity as Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 7.01 8.01 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, pending the appointment of and acceptance by a successor Servicer, the Indenture Trustee without further action shall automatically be appointed and serve as the Successor successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeFee and the Additional Servicing Compensation. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institutioninstitution who has demonstrated its capability to service the Receivables to the satisfaction of the Indenture Trustee, as the successor to the Servicer under this Agreement, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)comparable with the Receivables, as the successor to the Servicer under this Agreement. In The Indenture Trustee, acting in its capacity as successor Servicer, and any successor Servicer appointed by it, shall have no event shall the Successor responsibility or obligation (i) for any breach by any predecessor Servicer be liable for the of any of its representations and warranties, or (ii) any acts or omissions of CFSC or any predecessor Servicerother Servicer prior to its termination. (b) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicersuccessor servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and the Additional Servicing Compensation and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement. (c) Subject to the Indenture Trustee's right to appoint a successor Servicer pursuant to Section 8.02(a) after the Indenture Trustee has become the Servicer pending the appointment of and acceptance by a successor Servicer, the Servicer may not resign unless it is prohibited from serving as such by law. (d) Notwithstanding any other provision of this Agreement, neither the Indenture Trustee nor any successor Servicer shall be deemed in default, breach or violation of this Agreement and as a result of the failure of CFSC or any Servicer (i) to cooperate with the Indenture Trustee or any successor Servicer pursuant to Section 8.01, (ii) become to deliver funds required to be deposited to any Trust Account or (iii) to deliver files or records relative to the Administrator pursuant to Section 1.09 of Receivables as may be requested by the Administration AgreementIndenture Trustee or successor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Payment Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts or omissions amount of the servicing fee paid hereunder and the amount necessary to induce any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting to act as Successor Servicer) shall (i) be Servicer hereunder or the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 responsibilities of the Administration AgreementServicer set forth in Section 3.08 and 3.16.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee or the Noteholders evidencing more than 50% of the voting interests of the Notes shall appoint a successor Servicer which shall continue be the successor in all respects to perform the Servicer in its functions capacity as Servicer under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunderOwner Trustee, the Indenture Trustee shall appoint a Successor Servicer, and the Successor such successor Servicer shall accept its appointment (including its appointment take such action, consistent with this Agreement, as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable shall be necessary to the Trusteeseffectuate any such succession. In the event that the Indenture Trustee and the Noteholders are unable to appoint a Successor Servicer has not been appointed at successor within thirty (30) days of the time when date of the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionrelated notice of termination, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or may petition a court of competent jurisdiction to appoint any established institutiona successor Servicer. If a successor Servicer is acting as Servicer hereunder, having a net worth of not less than $50,000,000 and whose regular business it shall include be subject to termination under Section 8.02 upon the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions occurrence of any predecessor Servicer Termination Event after its appointment as successor Servicer. The original Servicer shall pay any and all fees and expenses incurred as a result of a transfer of servicing. (b) The Noteholders evidencing more than 50% of the voting interests of the Notes shall have no liability to the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor, any Noteholders, any Certificateholders or any other Person if it exercises its right to appoint a successor to the Servicer. Pending appointment pursuant to the preceding paragraph, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. (c) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer Servicer, and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon The Issuer and the Servicer’s Indenture Trustee hereby appoint, and Wxxxx Fargo Bank, N.A., hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Section 5.04 hereof, upon receipt by the Servicer of a notice of termination pursuant to Section 7.01 6.01 or upon resignation of the Servicer’s resignation Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks5.04(i), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor (the “Successor Servicer”) in all respects to the predecessor Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof arising on and after its succession; provided, however, that, without affecting the immediate termination of the rights of the Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 100 days (the “Servicer Transition Period”) after receipt by the Servicer of a notice of termination before the servicing transfer is fully effected. During the Servicer Transition Period, none of the Successor Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Servicer shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, if the Successor Servicer is unwilling or legally unable to act as successor servicer, the Master Servicer may appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer that is an Approved Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any such Successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Successor Servicer is prohibited by law from so acting, the Successor Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.08 (or such lesser compensation as the Master Servicer and such successor shall agree). The appointment of a Successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the Indenture Trustee, the Master Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Master Servicer, the Securities Administrator or a Successor Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Servicer during the Servicer Transition Period. The Indenture Trustee, the Master Servicer, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, if a Servicer Event of Default occurs, the Servicer, the Servicing Rights Owner or the Servicing Rights Pledgee shall have a period of up to twenty (20) days after receipt of a notice of termination to appoint an Approved Servicer as Successor Servicer. Such right of appointment shall terminate immediately, however, if such terminated Servicer, the Servicing Rights Owner or the Servicing Rights Pledgee fails to make any required Monthly Advance, Servicing Advance or any other deposit required to be made pursuant to the terms of this Agreement, as and when required by this Agreement (taking into account any applicable cure period). All costs and expenses associated with the appointment, whether or not consummated, and the subsequent transfer of servicing (which must be completed within 100 days after receipt by the Servicer of a notice of termination) are required to be paid by the terminated Servicer, the Servicing Rights Owner or the Servicing Rights Pledgee out of the proceeds of sale or otherwise. Any proceeds remaining after such costs and expenses have been paid for by the terminated Servicer, shall be the property of the terminated Servicer, the Servicing Rights Owner or the Servicing Rights Pledgee, as applicable. (b) Any successor, including the Successor Servicer, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of Noteholders in accordance with all of the terms and provisions hereof and (ii) become maintain in force a policy or policies of insurance covering errors and omissions in the Administrator performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 1.09 3.12. (c) In connection with the termination or resignation of the Administration AgreementServicer hereunder, either (i) the Successor Servicer, including the Master Servicer if the Master Servicer is acting as Successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer, at its sole expense, shall cooperate with the Successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the Successor Servicer or (y) in causing MERS to designate on the MERS® System the Successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the Successor Servicer to the extent such costs relate to the qualification of such Successor Servicer as a member of MERS, otherwise at the cost and expense of the predecessor Servicer). The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The Successor Servicer shall cause such assignment to be delivered to the Indenture Trustee’s Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 7.7 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.058.1, the predecessor Backup Servicer shall continue be the successor in all respects to perform the outgoing Servicer in its functions capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement; provided, however, that the Backup Servicer, as successor Servicer, shall not, in any event, make any Simple Interest Advances pursuant to Section 4.4, shall have no obligations pursuant to Section 3.7 with respect to the case repurchase of termination, only until Receivables and shall have no obligations pursuant to Section 3.8 with respect to the date specified in such termination notice orfees and expenses of the Owner Trustee or the Indenture Trustee or the fees and expenses of the Owner Trustee’s attorneys or the Indenture Trustee’s attorneys. Notwithstanding the foregoing, if no such date the Backup Servicer is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (outgoing Servicer or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become be unwilling or legally unable to act as successor Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicerappoint, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the Servicer under this Agreement. In no event The Indenture Trustee and such successor Servicer shall the Successor Servicer take such action, consistent with this Agreement, as shall be liable for the acts or omissions of necessary to effectuate any predecessor Servicersuch succession. (b) Upon appointmentThe successor Servicer is authorized and empowered to execute and deliver, on behalf of the outgoing Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, whether to complete the transfer and endorsement of the Receivable Files or the certificates of title to the Financed Vehicles or otherwise. The outgoing Servicer shall cooperate with the Indenture Trustee, the Successor Owner Trustee and such successor Servicer in effecting the termination of its responsibilities and rights as Servicer under this Agreement, including the transfer to the successor Servicer for administration of all cash amounts that are at the time held by the outgoing Servicer for deposit or thereafter shall be received with respect to a Receivable, all Receivable Files and all information or documents that the successor Servicer may require. In addition, the outgoing Servicer shall transfer its electronic records relating to the Receivables to the successor Servicer in such electronic form as the successor Servicer may reasonably request. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred or payable by the Indenture Trustee acting as Successor Servicersuccessor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to this Agreement required in connection with the transfer of servicing, (the “Transition Costs”) shall (i) be paid by any applicable then outgoing Servicer other than the successor in all respects to Backup Servicer upon presentation of reasonable documentation of such costs and expenses. Any such Transition Costs not paid by the predecessor outgoing Servicer and shall be subject paid solely from the application of Available Funds pursuant to all Section 2.8(a)(ii) and (xiii) or Section 5.4(b)(ii) of the responsibilitiesIndenture, duties and liabilities arising thereafter relating thereto placed on as applicable. (c) If the predecessor Backup Servicer and is appointed successor Servicer pursuant to Section 8.2(a), it shall be entitled to such compensation (whether payable out of the Total Servicing Fee Collection Account or otherwise) as the outgoing Servicer would have been entitled to under this Agreement if such outgoing Servicer had not resigned or been terminated. If a Person other than the Backup Servicer is appointed successor Servicer pursuant to Section 8.2(a), the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of collections on or in respect of the Receivables as it and all such successor Servicer shall agree; provided, however, that such compensation shall not be greater than that payable to CarMax as Servicer hereunder without the rights granted prior consent of the Holders of Notes evidencing at least 51% of the Note Balance of the Controlling Class; and, provided further, that, if a Person other than the Backup Servicer is appointed successor Servicer pursuant to Section 8.2(a) because the predecessor Backup Servicer by refuses to act as successor Servicer (in breach of the terms and provisions of this Agreement and (ii) become notwithstanding that it is legally able to do so), the Administrator Backup Servicer shall be liable for any Additional Servicing Fees with respect to such successor Servicer in an aggregate amount not to exceed $150,000 per year. Notwithstanding anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer hereunder other than pursuant to Section 1.09 the preceding sentence if the Indenture Trustee is the Backup Servicer. (d) Notwithstanding anything contained in this Agreement to the contrary, the successor Servicer is authorized to accept and rely on all of the Administration Agreementaccounting records (including computer records) and work of the prior Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exists in any Predecessor Servicer Work Product and such Error makes it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Error (collectively, “Continuing Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continuing Errors; provided, however, that the successor Servicer agrees to use its best efforts to prevent further Continuing Errors. If the successor Servicer becomes aware of Errors or Continuing Errors, it shall, with the prior consent of the Holders of Notes evidencing at least 51% of the Note Balance of the Controlling Class, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continuing Errors and to prevent future Continuing Errors. The successor Servicer shall be entitled to recover its costs expended in connection with such efforts in accordance with Section 2.8(a)(ii) and (xiii) of the Indenture, as applicable.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.15, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt of such notice and, a date mutually agreed upon by the Servicer and the Administrative Agent. The Administrative Agent may at the time described in the case immediately preceding sentence, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of resignationthe Servicer hereunder, until and all authority and power of the later of (i) Servicer under this Agreement shall pass to and be vested in the date forty-five (45) days from Backup Servicer. As compensation therefor, the delivery Backup Servicer shall be entitled to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance Servicing Fee, together with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified other servicing compensation in the notice form of resignation and accompanying Opinion of Counselassumption fees, late payment charges or otherwise as provided herein; including, without limitation, Transition Expenses. In the event of that the Administrative Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Administrative Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Administrative Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)Collateral, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon its appointment, the Successor Backup Servicer (including subject to Section 6.16(a)) or the Indenture Trustee acting as Successor Servicer) , as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable; provided that the Backup Servicer or Successor Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Backup Servicer or Successor Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any taxes required to be paid by the Servicer (provided that the Backup Servicer or Successor Servicer, as applicable, shall pay any income taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Backup Servicer or the Successor Servicer, as applicable, upon becoming a Successor Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Backup Servicer or Successor Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Article IV. Further, for so long as the Backup Servicer shall be the Successor Servicer, the provisions of Section 2.15, Section 2.16(b) and Section 2.16(e) of this Agreement shall not apply to it in its capacity as Servicer. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Seller and, without limitation, the Seller is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Seller in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral. (iid) become Upon the Administrator Backup Servicer receiving notice that it is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 1.09 6.16, the Backup Servicer will promptly begin the transition to its role as Servicer. Notwithstanding the foregoing, the Backup Servicer may, in its discretion, appoint, or petition a court of competent jurisdiction to appoint, any established servicing institution as the successor to the Servicer hereunder in the assumption of all or any part of the Administration responsibilities, duties or liabilities of the Servicer hereunder. As compensation, any Successor Servicer (including, without limitation, the Administrative Agent) so appointed shall be entitled to receive the Servicing Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that accrued prior thereto, including, without limitation, Transition Expenses. In the event the Backup Servicer is required to solicit bids as provided herein, the Backup Servicer shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth in Section 6.16(a). Such public announcement shall specify that the Successor Servicer shall be entitled to the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that accrued prior thereto. Within 30 days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Backup Servicer to the Administrative Agent and the Backup Servicer shall have consented thereto. The Backup Servicer shall not resign as servicer until a Successor Servicer has been appointed and accepted such appointment. Notwithstanding anything to the contrary contained herein, in no event shall Wxxxx Fargo, in any capacity, be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer under this Agreement and the transactions set forth or provided for by this Agreement.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee or the Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall appoint a successor Servicer which shall continue be the successor in all respects to perform the Servicer in its functions capacity as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled subject to receive all the Total Servicing Fee. Notwithstanding the aboverights, the Indenture Trustee shallresponsibilities, if it shall be legally unable or unwilling so to actrestrictions, appoint or petition a court of competent jurisdiction to appoint any established institutionduties, having a net worth of not less than $50,000,000 liabilities and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor termination provisions relating to the Servicer under this Agreement, except as otherwise stated herein. In no event The Depositor, the Owner Trustee, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 8.02 upon the Successor Servicer be liable for the acts or omissions occurrence of any predecessor Servicer Termination Event after its appointment as successor Servicer. The original Servicer shall pay any and all fees and expenses incurred as a result of a transfer of servicing. (b) The Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall have no liability to the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor, any Noteholders, any Certificateholders or any other Person if it exercises its right to appoint a successor to the Servicer. Pending appointment pursuant to the preceding paragraph, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. (c) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer Servicer, and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 90 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency) and shall provide the Depositor in writing with such information as reasonably requested by the Depositor to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeFee and shall provide the Depositor in writing with such information as reasonably requested by the Depositor to comply with its reporting obligations under the Exchange Act with respect to a Master Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer in accordance with this Section. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact or if, appoint within 30 days after the delivery of its notice of resignation, the Issuer shall not have obtained a Successor Servicer, the Indenture Trustee shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer Servicer, by the terms and provisions of this Agreement and Agreement. (iic) become the Administrator pursuant In connection with such appointment, subject to Section 1.09 3.7(e) of the Administration Indenture, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.059.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent (acting at the direction, or with the consent, of the Required Lenders) in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until receipt a date mutually agreed upon by the Servicer and the Deal Agent (acting at the direction, or with the consent, of such notice and, the Required Lenders). The Deal Agent may at the time described in the case immediately preceding sentence at the direction of resignation, until the later of (i) Required Lenders appoint the date forty-five (45) days from the delivery to the Trustees of Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on a date mutually agreeable between the Backup Servicer and the Deal Agent assume all obligations of such resignation the Servicer hereunder (except as specifically set forth herein or written confirmation in the Backup Servicing Agreement), and all authority and power of such notice) in accordance with the terms of Servicer under this Agreement shall pass to and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event that the Deal Agent does not so appoint the Backup Servicer, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on the date contemplated in the immediately preceding sentence, the Deal Agent shall (acting at the direction, or with the consent, of the Servicer’s termination hereunder, the Indenture Trustee shall Required Lenders) as promptly as possible appoint a successor servicer (the “Successor Servicer, ”) who shall be acceptable to the Deal Agent and the Required Lenders and such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and financial institution whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting its assumption as Successor Servicer, the Backup Servicer (except as specifically set forth herein or in the Backup Servicing Agreement and subject to Section 6.12(a)) or any other Successor Servicer, as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement and the other Transaction Documents to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable. In no event shall the Backup Servicer be liable for any actions or omissions of any predecessor Servicer. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Loans and the Contracts. (iid) become Within 30 days of receiving notice that the Administrator Backup Servicer is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 1.09 of 6.12 the Administration AgreementBackup Servicer will begin the transition to its role as Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee or the Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall appoint a successor Servicer which shall continue be the successor in all respects to perform the Servicer in its functions capacity as Servicer under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunderOwner Trustee, the Indenture Trustee shall appoint a Successor Servicer, and the Successor such successor Servicer shall accept its appointment (including its appointment take such action, consistent with this Agreement, as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable shall be necessary to the Trusteeseffectuate any such succession. In the event that the Indenture Trustee and the Noteholders are unable to appoint a Successor Servicer has not been appointed at successor within thirty (30) days of the time when date of the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionrelated notice of termination, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or may petition a court of competent jurisdiction to appoint any established institutiona successor Servicer. If a successor Servicer is acting as Servicer hereunder, having a net worth of not less than $50,000,000 and whose regular business it shall include be subject to termination under Section 8.02 upon the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions occurrence of any predecessor Servicer Termination Event after its appointment as successor Servicer. The original Servicer shall pay any and all fees and expenses incurred as a result of a transfer of servicing. (b) The Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall have no liability to the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor, any Noteholders, any Certificateholders or any other Person if it exercises its right to appoint a successor to the Servicer. Pending appointment pursuant to the preceding paragraph, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. (c) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer Servicer, and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon If the Servicer’s receipt of notice of termination Servicer is terminated pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.1, the predecessor Servicer shall it will continue to perform its functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice or, if no such date is specified in a the notice of termination. If the Servicer resigns pursuant to Section 6.6, it will continue to perform its functions as Servicer under this Agreement until receipt of such notice and, in the case of resignation, until the later of (i) if the resigning Servicer is Ford Credit, the earlier to occur of (A) the Indenture Trustee or a Successor Servicer assuming the responsibilities and obligations of Ford Credit as Servicer in accordance with this Section 7.2 and as the Administrator in accordance with Section 5.2 of the Administration Agreement, or (B) the date forty-five upon which any regulatory authority requires such resignation, and (45ii) if the resigning Servicer is not Ford Credit, the earlier to occur of (A) the date 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written the notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and Section 6.6, or (iiB) the date upon which the predecessor Servicer shall become is legally unable to act as Servicer, Servicer as specified in the notice of resignation and accompanying Opinion of Counsel. In . (b) If the event of the Servicer’s termination hereunderServicer resigns or is terminated under this Agreement, the Indenture Trustee shall appoint a Successor Servicerwill (i) provide notice of such termination or resignation to the Issuer, and (ii) as promptly as possible, appoint an institution having a net worth of not less than $50,000,000 whose business includes the Successor servicing of motor vehicle receivables, as the successor to the Servicer shall under this Agreement. Such successor will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b7.2(d)) by (x) entering into a written assumption servicing agreement with the Issuer having substantially the same provisions as the provisions of this Agreement applicable to the Servicer, in a form acceptable to the TrusteesOwner Trustee and the Indenture Trustee, and (y) delivering a copy of such servicing agreement to the Indenture Trustee and the Issuer (such a successor, a “Successor Servicer”). In the event that Promptly following a Successor Servicer’s acceptance of its appointment, the Indenture Trustee will notify the Issuer of such appointment, specifying in such notice the name and address of the Successor Servicer. (c) If no Person has accepted its appointment as Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee Trustee, without further action shall action, will be automatically be appointed the Successor Servicer and Servicer. However, if the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be is unwilling or legally unable or unwilling so to actact as Successor Servicer, appoint it will appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, an institution having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as successor. The Indenture Trustee will be released from its duties and obligations as Successor Servicer on the successor date that a new servicer enters into a servicing agreement with the Issuer and delivers a copy of such servicing agreement to the Servicer under this Agreement. In no event shall Indenture Trustee and the Successor Servicer be liable for the acts or omissions of any predecessor ServicerIssuer as provided in Section 7.2(b). (bd) Upon appointmentacceptance of its appointment as Successor Servicer, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall will (i) be the successor in all respects to the predecessor Servicer and shall will be subject to all of the responsibilities, duties duties, and liabilities arising thereafter relating thereto following such Successor Servicer’s appointment placed on the predecessor Servicer and shall be entitled relating to the Total Servicing Fee and all the rights granted to the such predecessor Servicer’s performance of its duties as Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to under the Administration Agreement in accordance with Section 1.09 5.2 of the Administration Agreement. (e) In connection with any appointment of a Successor Servicer, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer may agree; provided that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer will take such action, consistent with this Agreement, as will be necessary to effectuate any such succession. (f) If the Indenture Trustee succeeds to the Servicer’s duties as provided in Section 7.2(c), it will do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, Article VI of the Indenture will be inapplicable to the Indenture Trustee in its duties as Successor Servicer. In case the Indenture Trustee becomes Successor Servicer pursuant to Section 7.2(c), the Indenture Trustee will be entitled to appoint as Servicer any one of its Affiliates; provided that the Indenture Trustee, in its capacity as Successor Servicer, will be liable for the actions and omissions of such Affiliate in its capacity as Servicer.

Appointment of Successor Servicer. (a) Upon If the Servicer’s receipt of notice of termination Servicer is terminated pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.1(a), the predecessor Servicer shall will continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such the Termination Notice or until a date mutually agreed upon by the Servicer and the Indenture Trustee; provided, however, that the termination notice orof the Servicer will not be effective until a Successor Servicer has been appointed and accepted its appointment. The Indenture Trustee will notify the Back-up Servicer of the date of termination of the Servicer and, if no such date is specified upon the termination of the Servicer in accordance with the preceding sentence or a notice resignation of terminationthe Servicer pursuant to Section 5.4, until receipt the Back-up Servicer will become the successor servicer (the “Successor Servicer”) under this Agreement without further action. In connection with its assumption of the duties as Successor Servicer, the Back-up Servicer will be reimbursed for its reasonable out-of-pocket costs relating to the transition of the servicing of the Receivables from the Servicer to the Back-up Servicer (“Transition Costs”). Up to $200,000 of such notice and, Transition Costs (in the case aggregate for this Agreement and any other Sale and Servicing Agreement) will be paid by the Indenture Trustee, with the consent of resignationthe Servicer (such consent not to be unreasonably withheld), until from amounts in the later Back-up Servicer Reserve Account within 30 days of (i) the date forty-five (45) days from the delivery to the Trustees Indenture Trustee and the Servicer of written notice a detailed billing statement setting out such Transition Costs. Any Transition Costs in excess of such resignation (or written confirmation amount will be paid to the Back-up Servicer pursuant to Section 4.2(a) of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselIndenture Supplements. In no event will the event Indenture Trustee be personally responsible for the payment of any Transition Costs. If no Back-up Servicing Agreement is in effect at the time of the Servicer’s termination hereundergiving of a Termination Notice or a resignation of the Servicer pursuant to Section 5.4, the Indenture Trustee shall Trustee, acting at the direction of the Noteholders of a majority of the Note Balance of the Outstanding Notes, will as promptly as practicable appoint a an Eligible Servicer as Successor Servicer, and the such Successor Servicer shall will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth by executing an assumption agreement in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that If a Successor Servicer has not been appointed at or has not accepted its appointment by the time when date of termination or resignation of the predecessor Servicer has ceased to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action shall automatically will be appointed the Successor Servicer and Servicer. The Indenture Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 3.1(a). At any time following the appointment of the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the aboveas Successor Servicer, the Indenture Trustee shallmay appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and upon the appointment of, and acceptance by, such Eligible Servicer, the Indenture Trustee will be relieved of all its duties as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee will, if it shall be is legally unable or unwilling so to act, appoint or petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), Person that is an Eligible Servicer as the successor to the Successor Servicer under this Agreement. In The Indenture Trustee will give prompt notice to the Issuer (who will notify each Rating Agency) of the appointment of a Successor Servicer. Notwithstanding anything in this Agreement to the contrary, in no event shall will the Successor Servicer Indenture Trustee be liable for any Servicing Fee or for any differential in the acts or omissions amount of the Servicing Fee paid under this Agreement and the amount necessary to induce any predecessor ServicerPerson to act as Successor Servicer under this Agreement and the transactions contemplated by this Agreement. (b) Upon its appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) will be the successor in all respects to the predecessor Servicer under this Agreement and shall will, subject to Section 3.3(e), be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer by this Agreement, and all references in this Agreement to the Servicer will be deemed to refer to the Successor Servicer; provided, however, that the Successor Servicer will have no liability for any obligation which was required to be performed by the predecessor Servicer prior to the date that the Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the predecessor Servicer. (c) Following the appointment of a Successor Servicer, the predecessor Servicer agrees to cooperate with the Indenture Trustee and shall such Successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct the servicing duties required under this Agreement, including the transfer to such Successor Servicer of all authority of the predecessor Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections that are held by the predecessor Servicer for deposit on the date of transfer, or that have been deposited by the predecessor Servicer, into the Collection Account, or that subsequently are received with respect to the Receivables. The predecessor Servicer will promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and will promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer reasonably requests. In no event, however, will the Servicer be obligated to provide, license or assign its processes, procedures, models, servicing software or other applications to any Successor Servicer or any other third party, or provide anything covered by a restriction on transfer or assignment or a confidentiality agreement. To the extent that compliance with this Section 6.2(c) requires the predecessor Servicer to disclose to the Successor Servicer information of any kind which the predecessor Servicer deems to be confidential, the Successor Servicer will enter into such customary licensing and confidentiality agreements as the predecessor Servicer deems reasonably necessary to protect its interests. If the predecessor Servicer fails to cooperate in effecting a transfer of servicing to a Successor Servicer, the Indenture Trustee is authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, all documents that the predecessor Servicer has failed to execute or deliver and to do and accomplish all other acts or things necessary or appropriate to effect the transfer of the servicing duties under this Agreement. (d) In connection with its appointment of a Successor Servicer (other than the Back-up Servicer), the Indenture Trustee will review any bids it obtains from Eligible Servicers and may appoint any Eligible Servicer submitting a bid as a Successor Servicer for servicing compensation not in excess of the aggregate Servicing Fees for all Series plus the sum of the amounts for each Series and for each Payment Date equal to any Interest Collections allocable to the Noteholders of such Series which are payable to the Trust Paying Agent for distribution to the holders of the Depositor Interest in accordance with the Trust Agreement after payment of all amounts owing to the Noteholders of such Series on such Payment Date or required to be deposited into the applicable Series Accounts on such Payment Date; provided, however, that the holders of the Depositor Interest will be responsible for payment of the Depositor’s portion of such aggregate Servicing Fees and all other amounts in excess of such aggregate Servicing Fees. Each holder of the Depositor Interest agrees that, if Ford Credit (or any Successor Servicer) is terminated as Servicer under this Agreement, the portion of the Interest Collections that the Depositor is entitled to receive pursuant to this Agreement, the Indenture or any Indenture Supplement will be reduced by an amount sufficient to pay the Depositor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Successor Servicer under this Agreement will automatically cease and terminate upon termination of the Issuer on the Trust Termination Date, and will pass to and be vested in the Depositor and the Depositor is authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents, and to do and accomplish all other acts or things necessary or appropriate to effect such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Depositor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables. The Successor Servicer will transfer its electronic records relating to the Receivables to Ford Credit or its designee in such electronic form as it may reasonably request and will transfer all other records, correspondence and documents to it in the manner and at such times as it may reasonably request. To the extent that compliance with this Section requires the Successor Servicer to disclose to Ford Credit information of any kind which the Successor Servicer deems to be confidential, Ford Credit will enter into such customary licensing and confidentiality agreements as the Successor Servicer may deem necessary to protect its interests. (f) Notwithstanding anything contained in this Agreement to the contrary, the Successor Servicer is authorized to accept and rely on all of the accounting records (including computer records) and other work product of the predecessor Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any obligation to audit or perform any other examination of the Predecessor Servicer Work Product, and the Successor Servicer will have no responsibility or liability for the acts and omissions of the predecessor Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exists in any Predecessor Servicer Work Product, and such Errors make it materially more difficult to service or cause or materially contribute to the Successor Servicer making or continuing any Errors (collectively, “Continuing Errors”), the Successor Servicer will have no duty, responsibility, obligation or liability for such Continuing Errors; provided, however, that the Successor Servicer agrees to use commercially reasonable efforts to prevent further Continuing Errors. If the Successor Servicer becomes aware of Errors or Continuing Errors, it will use commercially reasonable efforts to reconstruct and reconcile the Predecessor Servicer Work Product and to prevent future Continuing Errors. The Successor Servicer will be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator recover its out-of-pocket costs incurred in connection with such reconciliation pursuant to Section 1.09 4.2(a) of the Administration AgreementIndenture Supplements.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Payment Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to DTFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts or omissions amount of the servicing fee paid hereunder and the amount necessary to induce any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting to act as Successor Servicer) shall (i) be Servicer hereunder or the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 responsibilities of the Administration AgreementServicer set forth in Section 3.08 and 3.16.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer in accordance with this Section. Notwithstanding the above, if the Indenture Trustee shall be entitled legally unable so to receive act or if, within 30 days after the Total Servicing Fee. Notwithstanding delivery of its notice of resignation, the aboveIssuer shall not have obtained a Successor Servicer, the Indenture Trustee shallshall appoint, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer Servicer, by the terms and provisions of this Agreement Agreement; provided, that (i) any failure of such Successor Servicer to perform such responsibilities or duties that are caused by the predecessor Servicer's failure to provide information or monies required hereunder shall not be considered a default by such Successor Servicer and (ii) become such Successor Servicer shall have no liability for actions, inactions or representations of the Administrator predecessor Servicer. (c) In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (d) Notwithstanding anything herein or in the other Basic Documents to the contrary, in no event shall the Indenture Trustee, should it be appointed Successor Servicer, be required to purchase any Receivable pursuant to Section 1.09 of 3.6 herein or otherwise or indemnify the Administration AgreementIssuer, the Owner Trustee, the Noteholders, the Certificateholders, the Depositor or any other Person pursuant to Sections 3.13.

Appointment of Successor Servicer. (a) If any Servicer Replacement Event (other than under clauses (ii) or (iii) of Section 6.01(a) above) with respect to the Property Manager or the Special Servicer (in either case, for purposes of this Section 6.02, the “Defaulting Party”) shall occur and be continuing, then, and in each and every such case, subject to the remainder of this Section 6.02, the Indenture Trustee shall cause the initial Property Manager and/or the initial Special Servicer to be replaced with the Back-Up Manager, by notice in writing to the Defaulting Party (with a copy of such notice to each other party hereto) and (y) terminate all of the rights and obligations accruing from and after such notice of the Defaulting Party under this Agreement and in and to the Collateral (other than as a holder of any Note or Issuer Interest). All notices by the Indenture Trustee of a Servicer Replacement Event shall be concurrently delivered to the Noteholders with a notice advising the Noteholders of their right to waive such Servicer Replacement Event. In the event that the Noteholders (excluding STORE Capital or any of its Affiliates) representing the Requisite Global Majority have either approved of the removal of the Property Manager or the Special Servicer in accordance with this Agreement or not waived the occurrence of such Servicer Replacement Event within thirty (30) days of such notice, the Indenture Trustee will cause the initial Property Manager and/or the initial Special Servicer to be replaced with the Back-Up Manager. Upon the Servicer’s receipt occurrence of notice of termination pursuant a Servicer Replacement Event under clause (ii) or (iii) with respect to Section 7.01 the initial Property Manager or the initial Special Servicer’s resignation pursuant to Section 6.05, the predecessor Indenture Trustee shall immediately terminate the initial Property Manager and initial Special Servicer and shall continue replace them with the Back-Up Manager. Upon the occurrence of a Servicer Replacement Event with respect to perform its functions as the Property Manager or the Special Servicer that is not STORE Capital or an Affiliate of an Issuer, the Indenture Trustee (i) may (with the consent of the Requisite Global Majority) cause the Property Manager and/or the Special Servicer to be replaced with a successor Property Manager (the “Successor Property Manager”) and/or successor Special Servicer (the “Successor Special Servicer”), and (ii) shall at the direction of the Requisite Global Majority cause the Property Manager and/or the Special Servicer to be replaced with a Successor Property Manager and/or Successor Special Servicer. (b) From and after the receipt by the Defaulting Party of such written notice, all authority and power of the Defaulting Party under this Agreement, whether with respect to the Issuers (other than as a holder of any Note or Issuer Interest) or the Mortgage Loans, Leases or Properties or otherwise, shall pass to and be vested in the Back-Up Manager pursuant to and under this Section, and, without limitation, the Back-Up Manager is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans, Leases, Properties and related documents, or otherwise. (c) The appointment of a Successor Property Manager or Successor Special Servicer will be subject to, among other things, (i) except in the case of terminationthe appointment of KeyBank National Association as the Successor Property Manager or Successor Special Servicer, only until the date specified in such termination notice or, if no such date is specified in a notice satisfaction of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement Rating Condition and (ii) the date upon which written agreement of the predecessor Successor Property Manager or Successor Special Servicer shall become unable to act as Servicerbe bound by the terms and conditions of this Agreement, as specified in the notice of resignation and accompanying together with an Opinion of CounselCounsel regarding the enforceability of such agreement. In Subject to the event foregoing, any person, including any holder of the Servicer’s termination hereunderNotes or Issuer Interests or any Affiliate thereof, the Indenture Trustee shall appoint a Successor Servicer, and may be appointed as the Successor Servicer shall accept its appointment Property Manager or Successor Special Servicer. (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)d) by a written assumption in form acceptable to the Trustees. In the event that a Successor Property Manager or Successor Special Servicer has not been appointed at failed to assume the time when responsibilities of the predecessor Property Manager or Special Servicer has ceased to act as Servicer provided in accordance with this SectionAgreement within 30 days of written notice of termination, the Indenture Trustee without further action shall automatically Back-Up Manager will be appointed both the Successor Servicer Property Manager and the Indenture Trustee shall be entitled Special Servicer, under this Agreement; provided, however, that each Issuer will have the right to receive replace the Total Servicing FeeBack-Up Manager acting as Property Manager or Special Servicer without cause upon 30 days’ written notice. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), If KeyBank is terminated as the successor to the Property Manager or Special Servicer under this Agreement, such termination shall be deemed to automatically terminate KeyBank as the Property Manager, the Special Servicer and the Back-Up Manager, as applicable. In no event shall addition, if the Back-Up Manager, as Property Manager, or Special Servicer makes any Advances or incurs any other expenses in accordance with the terms and provisions of this Agreement, any Successor Servicer Property Manager will be liable required to reimburse the Back-Up Manager, as predecessor Property Manager or predecessor Special Servicer, for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor such Advances and other expenses incurred in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by accordance with the terms and provisions of this Agreement as a condition to its appointment as successor Property Manager. Each of the Property Manager and the Special Servicer agrees that, if it is terminated pursuant to this Section 6.02, it shall promptly (iiand in any event not later than ten (10) become days subsequent to its receipt of the Administrator notice of termination) provide the Indenture Trustee and Back-Up Manager with all documents and records in its possession requested thereby to enable the Back-Up Manager (or such other applicable successor) to assume the Property Manager or Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Back-Up Manager (or such other applicable successor) in effecting the termination of the Property Manager or Special Servicer’s, as the case may be, responsibilities and rights hereunder, including the transfer within two (2) Business Days to the Back-Up Manager (or such other applicable successor) for administration by it of all cash amounts that shall at the time be or should have been credited by the Property Manager or the Special Servicer to the Collection Account or thereafter be received by or on behalf of it with respect to any Mortgage Loan, Lease or Property (provided, however, that the Property Manager and the Special Servicer each shall, if terminated pursuant to this Section 6.02, continue to be obligated for or entitled to pay or receive all costs in connection with such transfer and all amounts accrued or owing by or to it under this Agreement on or prior to the date of such termination, whether in respect of Advances or otherwise, and it and its directors, officers, employees and agents shall continue to be entitled to the benefits of Section 5.03 notwithstanding any such termination). In the event any Advances made by the Property Manager or the Indenture Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied first entirely to Advances made by the Indenture Trustee (and the accrued and unpaid interest thereon) until such Advances made by the Indenture Trustee (and the accrued and unpaid interest thereon) shall have been repaid in full and then to Advances made by the Property Manager (and the accrued and unpaid interest thereon). Any costs or expenses in connection with any actions to be taken by the Property Manager or Special Servicer pursuant to this paragraph shall be borne by the Property Manager or Special Servicer, as the case may be, and to the extent not paid by such defaulting party, such expense shall be borne by the applicable Issuer and paid from amounts distributed pursuant to Section 1.09 2.11(b) of the Administration AgreementIndenture. In the event that the Back-Up Manager cannot serve, the Indenture Trustee may designate a Person to serve as Back-Up Manager hereunder to replace any Property Manager and/or Special Servicer that has resigned or otherwise ceased to serve as Property Manager and/or Special Servicer. The Indenture Trustee shall so designate a Person to so serve by the delivery to the Issuers, the Property Manager and the existing Special Servicer of a written notice stating such designation.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee[, the Counterparties] and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. Upon the Successor Servicer’s acceptance of its appointment, the Indenture Trustee shall give written notice of the identity of the Successor Servicer to [the Counterparties], the Rating Agencies, the Asset Representations Reviewer and the Seller. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 $ and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer (except with respect to responsibilities and obligations of the predecessor Servicer set forth in Section 7.2) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by this Agreement. None of the terms Indenture Trustee or any other Successor Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Servicer, including but not limited to failure of such predecessor Servicer to timely deliver to the Indenture Trustee any required information pertaining to the Receivables, any funds required to be deposited with the Indenture Trustee, or any breach of duty of such predecessor Servicer to cooperate with a transfer of servicing as required hereunder. Any Successor Servicer shall from time to time provide to NH Credit such information as NH Credit shall reasonably request with respect to the Receivables and provisions collections thereon. (c) Subject to the Indenture Trustee’s right to appoint a Successor Servicer pursuant to the last sentence of clause (a) after the Indenture Trustee has become Servicer, the Servicer may not resign unless it is prohibited from serving as such by law as evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Trustee. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any transition expenses, servicing fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and (ii) become the Administrator pursuant transactions set forth or provided for herein or be liable for or be required to Section 1.09 of the Administration Agreementmake any servicer advances.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become is legally unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In If the event of the Servicer’s termination Servicer resigns or is terminated hereunder, the Indenture Trustee shall Issuer will appoint a Successor Servicer, and the Successor Servicer shall will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall will automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeServicer. Notwithstanding the above, the Indenture Trustee shallTrustee, if it shall be is legally unable or unwilling so to act, appoint will appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall will include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) will be the successor in all respects to the predecessor Servicer and shall will be subject to all the responsibilities, duties duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer Servicer, by the terms and provisions of this Agreement Agreement. (c) In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and (ii) become the Administrator pursuant to Section 1.09 such Successor Servicer will agree; provided, however, that no such compensation will be in excess of the Administration amount paid to the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer will take such action, consistent with this Agreement, as will be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.18, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice orthe Termination Notice or otherwise specified by the Administrative Agent, if no such date is specified to the Servicer in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of writing. Any Successor Servicer shall not (i) be responsible or liable for any past actions or omissions of the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (outgoing Servicer or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor be obligated to make Servicer shall become unable Advances. The Administrative Agent may appoint a successor servicer to act as Servicer, as specified Servicer (in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereundereach such case, the Indenture Trustee shall appoint a “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor ServicerAdministrative Agent. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting its appointment as Successor Servicer) , the successor servicer shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement, shall assume all Servicing Duties hereunder and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. Any Successor Servicer shall be entitled, with the prior consent of the Administrative Agent, to appoint agents to provide some or all of its duties hereunder, provided that no such appointment shall relieve such Successor Servicer of the duties and obligations of the Successor Servicer pursuant to the terms hereof and that any such subcontract may be terminated upon the occurrence of a Servicer Termination Event. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Servicer under this Agreement and shall pass to and be vested in the Successor Servicer, and, without limitation, the Successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Collateral. (iid) become If the Administrator Borrower’s security interest in the collateral (including a real estate mortgage if applicable) of a Transferred Loan is maintained by the Servicer or an Affiliate of the Servicer acting for the benefit of Borrower and other lenders with respect to the applicable Loan (whether as an administrative or collateral agent, a servicer or in any other capacity), upon the occurrence of any Servicer Termination Event hereunder, the Servicer shall take or shall cause such Affiliate of the Servicer to take, such reasonable measures as may be requested by the Administrative Agent hereunder to transfer its rights and obligations in connection therewith to a financial institution which would qualify as an Eligible Assignee hereunder, subject to the approval of the other lenders in respect of such Loan. (e) Until the transfer of its role as the servicer and/or administrative agent or collateral agent with regard to any Loan, the Servicer agrees to continue to act in such capacity, under the applicable Loan Documents, and hereby agrees that it will continue to process payments of Collections in accordance with the Loan Documents and herewith, and acknowledges its obligation to the applicable lenders (including the Borrower, as applicable) to allocate payments and collections in accordance with the Loan Documents and herewith. Upon appointment of the Successor Servicer pursuant to Section 1.09 the terms hereof, the Servicer agrees to cooperate in a reasonable manner with the Successor Servicer in effecting the appropriate allocation of the Administration Agreementsuch payments and collections.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Distribution Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts or omissions amount of the servicing fee paid hereunder and the amount necessary to induce any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting to act as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreementhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Payment Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts or omissions amount of the servicing fee paid hereunder and the amount necessary to induce any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting to act as Successor Servicer) shall (i) be Servicer hereunder or the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 responsibilities of the Administration AgreementServicer set forth in Section 3.08 and 3.16.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by Administrative Agent or the Borrower, as applicable, the Servicer and the Backup Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.12, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or as otherwise specified by the Administrative Agent or the Borrower, as applicable, in writing (with a copy to the Borrower or the Administrative Agent, as applicable) or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent or the Borrower, until receipt a date mutually agreed upon by the Servicer and the Administrative Agent or the Borrower, as applicable, and shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.6, the Servicing Fee therefor until such date; provided that any fees or expenses owed to the Servicer attributable to the period prior to such date shall accrue and remain payable. The Administrative Agent or the Borrower, as applicable, may at any time following delivery of a Servicer Termination Notice, by written notice to the Borrower or the Administrative Agent, as applicable, and the Backup Servicer, in its sole discretion and subject to clause (h) below, appoint the Backup Servicer or Fair as the Servicer hereunder, and the Backup Servicer or Fair, as the case may be, shall on such date assume all obligations of the Servicer hereunder with respect to servicing of the Collateral, and all authority and power of the Servicer under this Agreement shall pass to and be vested in the Backup Servicer. As compensation therefor, the Backup Servicer or Fair, as the case may be, shall thereafter be entitled to the Servicing Fee together with any other rights to reimbursement to which the Servicer is entitled as specified herein, Transition Expenses and, solely in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Backup Servicer, as the one-time successor servicer fee specified in the notice of resignation and accompanying Opinion of CounselBackup Servicing Fee Letter. In the event of that the Servicer’s termination hereunderAdministrative Agent does not so appoint the Backup Servicer (which it may or may not do in its discretion), there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, or the Borrower does not so appoint Fair (which it may or may not do in its discretion), or the Fair Servicing Condition is not satisfied, the Indenture Trustee Administrative Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent and each Lender; provided that if a Servicer Default occurs and the Servicer is not an Affiliate of the Borrower then the Borrower shall appoint the Successor Servicer with the written consent of the Administrative Agent (such consent not to be unreasonably withheld). In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or Administrative Agent may petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)loans, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon appointmentThe Backup Servicer as successor Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of a successor Servicer hereunder. (c) The Servicer agrees to cooperate and use commercially reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Receivables, including, without limitation, the Successor transfer to the Backup Servicer as successor Servicer for the administration by it of all cash amounts that shall at the time be held by Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Receivables and the delivery to the Backup Servicer as successor Servicer in an orderly and timely fashion of all files and records with respect to the Receivables and a computer tape in readable form containing all information necessary to enable the Backup Servicer as successor Servicer to service the Receivables. In addition, the Servicer agrees to cooperate and use commercially reasonable efforts in providing at the Servicer’s expense to the Backup Servicer, as successor Servicer, with a list of key servicing personnel and contact information, reasonable access (including at the Indenture Trustee acting as Successor premises of the Servicer) shall (i) be the successor in all respects to the predecessor Servicer Servicer’s employees, and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee any and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreementbooks, records (in electronic or other form) or other information reasonably requested by it to enable the Backup Servicer, as a successor Servicer, to assume the servicing functions hereunder. (d) The Backup Servicer as a successor Servicer is authorized and empowered to execute and deliver, on behalf of the Servicer as attorney-in-fact or otherwise, any and all documents and other instruments, and to do so or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination or to perform the duties of the

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee, the Counterparties and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, if no Backup Servicer is then engaged, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer (except with respect to responsibilities and obligations of the predecessor Servicer set forth in Section 7.2) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by this Agreement. None of the terms Backup Servicer, the Indenture Trustee or any other Successor Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Servicer, including but not limited to failure of such predecessor Servicer to timely deliver to the Indenture Trustee any required information pertaining to the Receivables, any funds required to be deposited with the Indenture Trustee, or any breach of duty of such predecessor Servicer to cooperate with a transfer of servicing as required hereunder. Any Successor Servicer shall from time to time provide to NH Credit such information as NH Credit shall reasonably request with respect to the Receivables and provisions collections thereon. (c) Subject to the Indenture Trustee’s right to appoint a Successor Servicer pursuant to the last sentence of clause (a) after the Indenture Trustee has become Servicer, the Servicer may not resign unless it is prohibited from serving as such by law as evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee, the Backup Servicer and the Trustee. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any transition expenses, servicing fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and (ii) become the Administrator pursuant transactions set forth or provided for herein or be liable for or be required to Section 1.09 of the Administration Agreementmake any servicer advances.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.24, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Termination Notice or otherwise specified by the Deal Agent, until receipt of such notice and, a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the case immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of resignationthe Servicer hereunder, until and all authority and power of the later of Servicer under this Agreement shall pass to and be vested in the Backup Servicer; provided, however, that the Successor Servicer shall not (i) be responsible or liable for any past actions or omissions of the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (outgoing Servicer or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor be obligated to make Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselAdvances. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a successor servicer (the Backup Servicer or any such other successor, the "Successor Servicer"), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. If the Deal Agent within 60 days of receipt of a Termination Notice is unable to obtain any bids from Eligible Servicers and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Deal Agent shall offer the Seller the right to accept retransfer of all the Assets and the Seller may accept re-transfer of all the Assets, provided, however, that if the long-term unsecured debt obligations of the Seller are not rated at the time of such purchase at least investment grade by each rating agency providing a rating in respect of such long-term unsecured debt obligations, no such re-transfer shall occur unless the Seller shall deliver an Opinion of Counsel reasonably acceptable to the Deal Agent that such re-transfer would not constitute a fraudulent conveyance of the Seller. The amount to be paid and deposited in respect of such re-transfer shall be equal to the sum of the Capital outstanding plus all Yield that has accrued thereon and that will accrue thereon. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction Jurisdiction to appoint any established institution, financial institution having a net worth of not less than U.S. $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Contracts as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon its appointment, the Successor Backup Servicer (including subject to Section 6.25(a)) or the Indenture Trustee acting as Successor Servicer) , as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Seller and, without limitation, the Seller is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Seller in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Contracts in the Asset Pool. (iid) become Upon the Administrator Backup Servicer receiving notice that it is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 1.09 of 6.25, the Administration AgreementBackup Servicer will promptly begin the transition to its role as Servicer. (e) The Backup Servicer shall be entitled to receive its reasonable costs incurred in transitioning to Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.18, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice orthe Termination Notice or otherwise specified by the Administrative Agent, if no such date is specified to the Servicer and the Backup Servicer in a notice of termination, until receipt of such notice and, writing. The Administrative Agent may at the time described in the case immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall within seven (7) days assume all obligations of resignationthe Servicer hereunder, until and all authority and power of the later Servicer under this Agreement shall pass to and be vested in the Backup Servicer; provided, however, that any Successor Servicer (including, without limitation, the Backup Servicer) shall not (i) be responsible or liable for any past actions or omissions of the outgoing Servicer or (ii) be obligated to make Servicer Advances. The Administrative Agent may appoint (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (Backup Servicer as successor servicer, or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) if the date upon which Administrative Agent does not so appoint the predecessor Backup Servicer, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date, the Administrative Agent shall become unable as promptly as possible appoint an alternate successor servicer to act as Servicer, as specified Servicer (in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereundereach such case, the Indenture Trustee shall appoint a “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor ServicerAdministrative Agent. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting its appointment as Successor Servicer, the Backup Servicer (subject to Section 7.19(a)) or the alternate successor servicer, as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement, shall assume all Servicing Duties hereunder and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable. Any Successor Servicer shall be entitled, with the prior consent of the Administrative Agent, to appoint agents to provide some or all of its duties hereunder, provided that no such appointment shall relieve such Successor Servicer of the duties and obligations of the Successor Servicer pursuant to the terms hereof and that any such subcontract may be terminated upon the occurrence of a Servicer Termination Event. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Servicer under this Agreement and (ii) become shall pass to and be vested in the Administrator pursuant Successor Servicer, and, without limitation, the Successor Servicer is hereby authorized and empowered to Section 1.09 execute and deliver, on behalf of the Administration AgreementServicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Collateral.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 8.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become is unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In If the event of the Servicer’s termination Servicer resigns or is terminated hereunder, the Indenture Trustee shall Issuer will appoint a Successor Servicer, and the Successor Servicer shall will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionSection 8.2, the Indenture Trustee without further action shall will automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeServicer. Notwithstanding the above, the Indenture Trustee shallTrustee, if it shall be is legally unable or unwilling so to act, appoint will appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall will include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) will be the successor in all respects to the predecessor Servicer and shall will be subject to all the responsibilities, duties duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer Servicer, by the terms and provisions of this Agreement Agreement. (c) In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and (ii) become the Administrator pursuant to Section 1.09 such Successor Servicer will agree; provided, however, that no such compensation will be in excess of the Administration amount paid to the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer will take such action, consistent with this Agreement, as will be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.07, the predecessor Backup Servicer (or under the circumstances provided in Section 8.03(b), a successor Servicer other than the Backup Servicer, upon acceptance of appointment as Servicer in case of such a successor Servicer other than the Backup Servicer), the Backup Servicer or other successor Servicer, as the case may be, shall continue be the successor in all respects to perform the Servicer in its functions capacity as Servicer under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer except as otherwise stated herein. Each party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If such a successor is acting as Servicer, it shall be subject to termination under Section 8.01(a) upon the occurrence of any Servicer Termination Event after its appointment as successor Servicer. (b) If (i) the Controlling Class does not desire that the Backup Servicer or the appointed successor Servicer act as Servicer or (ii) the Backup Servicer or the appointed successor Servicer is legally unable to act, or, in the case of terminationa successor other than the Backup Servicer, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable choose not to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event Noteholders holding a majority of the Note Balance of the Outstanding Notes of the Controlling Class may exercise at any time the right to direct the appointment of any Eligible Servicer as the successor to the Servicer’s termination hereunder, and shall have no liability to the Owner Trustee, the Indenture Trustee shall appoint a Successor Trustee, the Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionDepositor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feeany Noteholders or any other Person if it does so. Notwithstanding the above, if the Controlling Class does not act, the Servicer, the Indenture Trustee, the Owner Trustee shall, if it shall be legally unable or unwilling so to act, appoint or Noteholders evidencing at least 25% of the Note Balance of the Outstanding Notes may petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), Eligible Servicer as the successor to the Servicer, provided that for purposes of computing the foregoing percentage, any Notes held by CRB or any of its Affiliates shall be disregarded. Pending appointment pursuant to the preceding sentence, the outgoing Servicer under this Agreementshall continue to act as Servicer until a successor has been appointed and accepted such appointment. In no event The Indenture Trustee shall withdraw from the Successor Collection Account and remit to the successor Servicer be liable for the acts or omissions of any predecessor Servicersuch other party entitled thereto all reasonably incurred Servicer transition costs. (bc) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the its predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer its predecessor, and shall be entitled to the Total Servicing Fee as and to the extent provided for in this Agreement and all the rights granted to the predecessor Servicer in such capacity by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreementany other applicable Basic Document.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee or the Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall appoint a successor Servicer which shall continue be the successor in all respects to perform the Servicer in its functions capacity as Servicer under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunderOwner Trustee, the Indenture Trustee shall appoint a Successor Servicer, and the Successor such successor Servicer shall accept its appointment (including its appointment take such action, consistent with this Agreement, as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable shall be necessary to the Trusteeseffectuate any such succession. In the event that the Indenture Trustee and the Noteholders are unable to appoint a Successor Servicer has not been appointed at successor within thirty (30) days of the time when date of the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionrelated notice of termination, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or may petition a court of competent jurisdiction to appoint any established institutiona successor Xxxxxxxx. If a successor Xxxxxxxx is acting as Servicer hereunder, having a net worth of not less than $50,000,000 and whose regular business it shall include be subject to termination under Section 8.02 upon the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions occurrence of any predecessor Servicer Termination Event after its appointment as successor Servicer. The original Servicer shall pay any and all fees and expenses incurred as a result of a transfer of servicing. (b) The Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall have no liability to the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor, any Noteholders, any Certificateholders or any other Person if they exercise their right to appoint a successor to the Servicer. Pending appointment pursuant to the preceding paragraph, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. (c) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer Servicer, and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.0510.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the immediately preceding sentence at the direction of the Required Investors appoint the Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on such date (which date shall be no less than 30 days after receipt of such notice and, written notice) assume all obligations of the Servicer hereunder (except as specifically set forth herein or in the case Backup Servicing Agreement), and all authority and power of resignation, until the later of (i) the date forty-five (45) days from the delivery Servicer under this shall pass to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”) who shall be acceptable to the Required Investors, and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting its assumption as Successor Servicer, the Backup Servicer (except as specifically set forth herein or in the Backup Servicing Agreement and subject to Section 6.12(a)) or any other Successor Servicer, as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement and the other Transaction Documents to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable. In no event shall the Backup Servicer be liable for any actions or omissions of any predecessor Servicer. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Loans and the Contracts. (iid) become Within 30 days of receiving notice that the Administrator Backup Servicer is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 1.09 of 6.12 the Administration AgreementBackup Servicer will begin the transition to its role as Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s 's resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of of: (ix) the date forty-five (45) 45 days from the delivery to the Trustees Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicersuccessor Servicer acceptable to the Indenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer (except with respect to responsibilities and obligations of the predecessor Servicer set forth in Section 7.2) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by this Agreement. Any successor Servicer shall from time to time provide to Credit such information as Credit shall request with respect to the terms Receivables and provisions collections thereon. (c) Subject to the last sentence of this Agreement clause (a), the Servicer may not resign unless it is prohibited from serving as such by law as evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and (ii) become the Administrator pursuant to Section 1.09 of the Administration AgreementTrustee.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.01 or the Servicer’s resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, pending the appointment of and acceptance by a successor Servicer, the Indenture Trustee without further action shall automatically be appointed and serve as the Successor successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeFee and the Additional Servicing Compensation. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institutioninstitution who has demonstrated its capability to service the Receivables to the satisfaction of the Indenture Trustee, as the successor to the Servicer under this Agreement, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)comparable with the Receivables, as the successor to the Servicer under this Agreement. In The Indenture Trustee, acting in its capacity as successor Servicer, and any successor Servicer appointed by it, shall have no event shall the Successor responsibility or obligation (i) for any breach by any predecessor Servicer be liable for the of any of its representations and warranties, or (ii) any acts or omissions of CFSC or any predecessor Servicerother Servicer prior to its termination. (b) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicersuccessor servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and the Additional Servicing Compensation and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement. (c) Subject to the Indenture Trustee’s right to appoint a successor Servicer pursuant to Section 8.02(a) after the Indenture Trustee has become the Servicer pending the appointment of and acceptance by a successor Servicer, the Servicer may not resign unless it is prohibited from serving as such by law. (d) Notwithstanding any other provision of this Agreement, neither the Indenture Trustee nor any successor Servicer shall be deemed in default, breach or violation of this Agreement and as a result of the failure of CFSC or any Servicer (i) to cooperate with the Indenture Trustee or any successor Servicer pursuant to Section 8.01, (ii) become to deliver funds required to be deposited to any Trust Account or (iii) to deliver files or records relative to the Administrator pursuant to Section 1.09 of Receivables as may be requested by the Administration AgreementIndenture Trustee or successor Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee or the Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall appoint a successor Servicer which shall continue be the successor in all respects to perform the Servicer in its functions capacity as Servicer under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunderOwner Trustee, the Indenture Trustee shall appoint a Successor Servicer, and the Successor such successor Servicer shall accept its appointment (including its appointment take such action, consistent with this Agreement, as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable shall be necessary to the Trusteeseffectuate any such succession. In the event that the Indenture Trustee and the Noteholders are unable to appoint a Successor Servicer has not been appointed at successor within thirty days of the time when date of the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionrelated notice of termination, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or may petition a court of competent jurisdiction to appoint any established institutiona successor Servicer. If a successor Servicer is acting as Servicer hereunder, having a net worth of not less than $50,000,000 and whose regular business it shall include be subject to termination under Section 8.02 upon the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions occurrence of any predecessor Servicer Termination Event after its appointment as successor Servicer. The original Servicer shall pay any and all fees and expenses incurred as a result of a transfer of servicing. (b) The Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall have no liability to the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor, any Noteholders, any Certificateholders or any other Person if they exercise their right to appoint a successor to the Servicer. Pending appointment pursuant to the preceding paragraph, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. (c) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer Servicer, and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee, the Counterparty and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, if no Backup Servicer is then engaged, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer (except with respect to responsibilities and obligations of the predecessor Servicer set forth in Section 7.2) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by this Agreement. None of the terms Backup Servicer, the Indenture Trustee or any other Successor Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Servicer, including but not limited to failure of such predecessor Servicer to timely deliver to the Indenture Trustee any required information pertaining to the Receivables, any funds required to be deposited with the Indenture Trustee, or any breach of duty of such predecessor Servicer to cooperate with a transfer of servicing as required hereunder. Any Successor Servicer shall from time to time provide to NH Credit such information as NH Credit shall reasonably request with respect to the Receivables and provisions collections thereon. (c) Subject to the last sentence of clause (a), the Servicer may not resign unless it is prohibited from serving as such by law as evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee, the Backup Servicer and the Trustee. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any transition expenses, servicing fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and (ii) become the Administrator pursuant transactions set forth or provided for herein or be liable for or be required to Section 1.09 of the Administration Agreementmake any servicer advances.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 90 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency) and shall provide the Depositor in writing with such information as reasonably requested by the Depositor to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeFee and shall provide the Depositor in writing with such information as reasonably requested by the Depositor to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer in accordance with this Section. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact or if, appoint within 30 days after the delivery of its notice of resignation, the Issuer shall not have obtained a Successor Servicer, the Indenture Trustee shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer Servicer, by the terms and provisions of this Agreement and Agreement. (iic) become the Administrator pursuant In connection with such appointment, subject to Section 1.09 3.7(e) of the Administration Indenture, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 6.1 or the Servicer’s resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Issuer of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer) shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIssuer and the Indenture Trustee (if the Notes are Outstanding). In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 6.2, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a successor Servicer enters into a written assumption as provided in this Section 6.2. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the successor Servicer in accordance with this Section 6.2. Notwithstanding the above, if the Indenture Trustee shall be entitled legally unable so to receive act or if, within 30 days after the Total Servicing Fee. Notwithstanding delivery of its notice of resignation, the aboveIssuer shall not have obtained a successor Servicer, the Indenture Trustee shall(or, if it no Notes are Outstanding, the Issuer) shall be legally unable or unwilling so to actappoint, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In ; provided that, unless no event Notes are Outstanding, the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment. (b) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer Servicer, by the terms and provisions of this Agreement and Agreement; provided, that (i) any failure of such successor Servicer to perform such responsibilities or duties that are caused by the predecessor Servicer’s failure to provide information or monies required hereunder shall not be considered a default by such successor Servicer, (ii) become such successor Servicer shall have no liability for actions, inactions or representations of the Administrator predecessor Servicer, (iii) the successor Servicer shall have no obligation to pay any taxes required to be paid by the predecessor Servicer, (iv) the successor Servicer shall have no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) the successor Servicer shall have no liability or obligation with respect to any indemnification obligations of any predecessor Servicer. The indemnification obligations of the successor Servicer are expressly limited to those instances in which liability would otherwise be imposed by reason of willful misconduct, negligence or bad faith. (c) In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of the compensation permitted for the predecessor Servicer under this Agreement. The Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (d) Notwithstanding anything herein or in the other Transaction Documents to the contrary, in no event shall any successor Servicer be required to purchase any Receivable pursuant to Section 1.09 of the Administration Agreement3.7 herein.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall continue be subject to perform its functions as all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case of terminationIssuer, only until the date specified Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer (including the Indenture Trustee in such capacity) is acting as Servicer hereunder, it shall be subject to termination notice or, if no such date is specified in under Section 8.02 upon the occurrence of any Servicer Termination Event after its appointment as successor Servicer. (b) On and after the time the Servicer receives a notice of terminationtermination pursuant to Section 8.02 or upon the resignation of the Servicer pursuant to Section 7.06, until receipt of such notice and, in or if the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (Indenture Trustee is legally unable or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable unwilling to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event Indenture Trustee or Noteholders evidencing at least 50% of the Outstanding Amount of the Notes may exercise at any time their right to appoint a successor to the Servicer’s termination hereunder, and shall have no liability to the Owner Trustee, the Indenture Trustee shall appoint a Successor Trustee, the Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionDepositor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feeany Noteholders, any Certificateholders or any other Person if they do so. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact as Servicer, appoint the Indenture Trustee, the Issuer or Noteholders evidencing at least 50% of the Outstanding Amount of the Notes may petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), Eligible Servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Indenture Trustee shall act as successor Servicer under this Agreement. In no unless it is legally unable to do so, in which event the outgoing Servicer shall the Successor continue to act as Servicer be liable for the acts or omissions of any predecessor Serviceruntil a successor has been appointed and accepted such appointment. (bc) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall continue be subject to perform its functions as all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case Owner Trustee, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 8.02 upon the occurrence of termination, only until any Servicer Termination Event after its appointment as successor Servicer. (b) On and after the date specified in such termination notice or, if no such date is specified in time the Servicer receives a notice of terminationtermination pursuant to Section 8.02 or upon the resignation of the Servicer pursuant to Section 7.06, until receipt of such notice and, in or if the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (Indenture Trustee is legally unable or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable unwilling to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of Controlling Class may exercise at any time its right to appoint a successor to the Servicer’s termination hereunder, and shall have no liability to the Owner Trustee, the Indenture Trustee shall appoint a Successor Trustee, the Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionDepositor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feeany Noteholders, any Certificateholders or any other Person if it does so. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact as Servicer, appoint the Indenture Trustee, the Owner Trustee or Noteholders evidencing 50% of the Outstanding Amount of the Controlling Class of Notes may petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), Eligible Servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Indenture Trustee shall act as successor Servicer under this Agreement. In no unless it is legally unable to do so, in which event the outgoing Servicer shall the Successor continue to act as Servicer be liable for the acts or omissions of any predecessor Serviceruntil a successor has been appointed and accepted such appointment. (bc) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer Servicer, and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.15, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt of such notice and, a date mutually agreed upon by the Servicer and the Administrative Agent. The Administrative Agent may at the time described in the case immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of resignationthe Servicer hereunder, until and all authority and power of the later of (i) Servicer under this Agreement shall pass to and be vested in the date forty-five (45) days from Backup Servicer. As compensation therefor, the delivery Backup Servicer shall be entitled to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance Servicing Fee, together with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified other servicing compensation in the notice form of resignation and accompanying Opinion of Counselassumption fees, late payment charges or otherwise as provided herein; including, without limitation, Transition Expenses. In the event of that the Administrative Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Administrative Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent and each Purchaser Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Administrative Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)Collateral, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon its appointment, the Successor Backup Servicer (including subject to Section 6.16(a)) or the Indenture Trustee acting as Successor Servicer) , as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable; provided, however, that the Backup Servicer or Successor Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Backup Servicer or Successor Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any taxes required to be paid by the Servicer (provided, that the Backup Servicer or Successor Servicer, as applicable, shall pay any income taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Backup Servicer or the Successor Servicer, as applicable, upon becoming a Successor Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Backup Servicer or Successor Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Article IV. Further, for so long as the Backup Servicer shall be the Successor Servicer, the provisions of Section 2.15, Section 2.16(b) and Section 2.16(e) of this Agreement shall not apply to it in its capacity as Servicer. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the applicable Seller and, without limitation, such Seller is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the applicable Seller and the Administrative Agent in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral. (iid) become Upon the Administrator Backup Servicer receiving notice that it is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 1.09 6.16, the Backup Servicer will promptly begin the transition to its role as the Servicer. Notwithstanding the foregoing, the Backup Servicer may, in its discretion, appoint, or petition a court of competent jurisdiction to appoint, any established servicing institution as the successor to the Servicer hereunder in the assumption of all or any part of the Administration responsibilities, duties or liabilities of the Servicer hereunder. As compensation, any Successor Servicer (including, without limitation, the Administrative Agent) so appointed shall be entitled to receive the Servicing Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that accrued prior thereto, including, without limitation, Transition Expenses. In the event the Backup Servicer is required to solicit bids as provided herein, the Backup Servicer shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth in Section 6.16(a) above. Such public announcement shall specify that the Successor Servicer shall be entitled to the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that accrued prior thereto. Within thirty (30) days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Backup Servicer to the Administrative Agent and each Purchaser Agent and the Backup Servicer shall have consented thereto. The Backup Servicer shall not resign as servicer until a Successor Servicer has been appointed and accepted such appointment. Notwithstanding anything to the contrary contained herein, in no event shall Xxxxx Fargo, in any capacity, be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer under this Agreement and the transactions set forth or provided for by this Agreement.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.0510.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the immediately preceding sentence at the direction of the Required Lenders appoint the Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on such date (which date shall be no less than 60 days after receipt of such notice and, written notice) assume all obligations of the Servicer hereunder (except as specifically set forth herein or in the case Backup Servicing Agreement), and all authority and power of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of Servicer under this Agreement shall pass to and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”) who shall be acceptable to the Required Lenders, and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting its assumption as Successor Servicer, the Backup Servicer (except as specifically set forth herein or in the Backup Servicing Agreement and subject to Section 6.12(a)) or any other Successor Servicer, as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions as set forth in this Agreement and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement and the other Transaction Documents to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable. In no event shall the Backup Servicer be liable for any actions or omissions of any predecessor Servicer. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Loans and the Contracts. (iid) become Within 60 days of receiving notice that the Administrator Backup Servicer is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 1.09 of 6.12 the Administration AgreementBackup Servicer will transition to its role as Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.18, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice orthe Termination Notice or otherwise specified by the Administrative Agent, if no such date is specified to the Servicer and the Backup Servicer in a notice of termination, until receipt of such notice and, writing. The Administrative Agent may at the time described in the case immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall within seven (7) days assume all obligations of resignationthe Servicer hereunder, until and all authority and power of the later Servicer under this Agreement shall pass to and be vested in the Backup Servicer; provided, however, that any Successor Servicer (including, without limitation, the Backup Servicer) shall not (i) be responsible or liable for any past actions or omissions of the outgoing Servicer or (ii) be obligated to make Servicer Advances. The Administrative Agent may appoint (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (Backup Servicer as successor servicer, or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) if the date upon which Administrative Agent does not so appoint the predecessor Backup Servicer, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date, the Administrative Agent shall become unable as promptly as possible appoint an alternate successor servicer to act as Servicer, as specified Servicer (in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereundereach such case, the Indenture Trustee shall appoint a “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor ServicerAdministrative Agent. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting its appointment as Successor Servicer, the Backup Servicer (subject to Section 7.19(a)) or the alternate successor servicer, as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement, shall assume all Servicing Duties hereunder and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable. Any Successor Servicer shall be entitled, with the prior consent of the Administrative Agent, to appoint agents to provide some or all of its duties hereunder, provided that no such appointment shall relieve such Successor Servicer of the duties and obligations of the Successor Servicer pursuant to the terms hereof and that any such subcontract may be terminated upon the occurrence of a Servicer Termination Event. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Servicer under this Agreement and shall pass to and be vested in the Successor Servicer, and, without limitation, the Successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Collateral. (iid) become Upon the Administrator Backup Servicer receiving notice that it is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 1.09 of 7.19, the Administration AgreementBackup Servicer will promptly begin the transition to its role as Servicer. (e) The Backup Servicer shall be entitled to receive its Transition Costs incurred in transitioning to Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.0510.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the immediately preceding sentence at the direction of the Lender appoint the Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on such date (which date shall be no less than 30 days after receipt of such notice and, written notice) assume all obligations of the Servicer hereunder (except as specifically set forth herein or in the case Backup Servicing Agreement), and all authority and power of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of Servicer under this Agreement and (ii) the date upon which the predecessor Servicer other Transaction Documents shall become unable pass to act as Servicer, as specified and be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination , there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Deal Agent shall as promptly as possible appoint a successor servicer (together with the Backup Servicer, if the Backup Servicer has been appointed Servicer hereunder, the Indenture Trustee shall appoint a “Successor Servicer”) who shall be acceptable to the Lender, and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting its assumption as Successor Servicer, the Backup Servicer (except as specifically set forth herein or in the Backup Servicing Agreement and subject to Section 6.12(a)) or any other Successor Servicer, as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement and the other Transaction Documents to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable. In no event shall the Backup Servicer be liable for any actions or omissions of any predecessor Servicer. (c) Subject to Section 6.12(a) and (b) above, all authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon the later of the Collection Date and the termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Loans and the Contracts. (iid) become Within 30 days of receiving notice that the Administrator Backup Servicer is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 1.09 of 6.12 the Administration AgreementBackup Servicer will begin the transition to its role as Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.059.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the immediately preceding sentence at the direction of the Lender appoint a Successor Servicer by written notice as the Servicer hereunder, and such Successor Servicer shall on such date (which date shall be no less than thirty (30) days after receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event assume all obligations of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) hereunder by a written assumption in a form acceptable to the TrusteesDeal Agent, and all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon appointment, the its assumption as Successor Servicer (including the Indenture Trustee acting as subject to Section 6.12(a)), any Successor Servicer) , shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement and the other Transaction Documents to the Servicer shall be deemed to refer to such Successor Servicer. In no event shall the Successor Servicer be liable for any actions or omissions of any predecessor Servicer or a predecessor Servicer be liable for any acts or omissions of any Successor Servicer. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and (ii) become shall pass to and be vested in the Administrator pursuant Borrower and, without limitation, the Borrower is hereby authorized and empowered to Section 1.09 execute and deliver, on behalf of the Administration AgreementServicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Loans and the Contracts.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 6.1 or the Servicer’s resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Issuer of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIssuer and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 6.2, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a successor Servicer enters into a written assumption as provided in this Section 6.2. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the successor Servicer in accordance with this Section 6.2. Notwithstanding the above, if the Indenture Trustee shall be entitled legally unable so to receive act or if, within 30 days after the Total Servicing Fee. Notwithstanding delivery of its notice of resignation, the aboveIssuer shall not have obtained a successor Servicer, the Indenture Trustee shallshall appoint, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment. (b) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer Servicer, by the terms and provisions of this Agreement and Agreement; provided, that (i) any failure of such successor Servicer to perform such responsibilities or duties that are caused by the predecessor Servicer’s failure to provide information or monies required hereunder shall not be considered a default by such successor Servicer, (ii) become such successor Servicer shall have no liability for actions, inactions or representations of the Administrator predecessor Servicer, (iii) the successor Servicer shall have no obligation to pay any taxes required to be paid by the predecessor Servicer, (iv) the successor Servicer shall have no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) the successor Servicer shall have no liability or obligation with respect to any indemnification obligations of any predecessor Servicer. The indemnification obligations of the successor Servicer are expressly limited to those instances in which liability would otherwise be imposed by reason of willful misconduct, negligence or bad faith. (c) In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of the compensation permitted for the predecessor Servicer under this Agreement. The Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (d) Notwithstanding anything herein or in the other Transaction Documents to the contrary, in no event shall any successor Servicer be required to purchase any Receivable pursuant to Section 1.09 of the Administration Agreement3.7 herein.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 7.7 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.058.1, the predecessor Backup Servicer shall continue be the successor in all respects to perform the outgoing Servicer in its functions capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement; provided, however, that the Backup Servicer, as successor Servicer, shall not, in any event, make any Simple Interest Advances pursuant to Section 4.4, shall have no obligations pursuant to Section 3.7 with respect to the case repurchase of termination, only until Receivables and shall have no obligations pursuant to Section 3.8 with respect to the date specified in such termination notice orfees and expenses of the Owner Trustee or the Indenture Trustee or the fees and expenses of the Owner Trustee’s attorneys or the Indenture Trustee’s attorneys. Notwithstanding the foregoing, if no such date the Backup Servicer is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (outgoing Servicer or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become be unwilling or legally unable to act as successor Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicerappoint, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the Servicer under this Agreement. In no event The Indenture Trustee and such successor Servicer shall the Successor Servicer take such action, consistent with this Agreement, as shall be liable for the acts or omissions of necessary to effectuate any predecessor Servicersuch succession. (b) Upon appointmentThe successor Servicer is authorized and empowered to execute and deliver, on behalf of the outgoing Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, whether to complete the transfer and endorsement of the Receivable Files or the certificates of title to the Financed Vehicles or otherwise. The outgoing Servicer shall cooperate with the Indenture Trustee, the Successor Owner Trustee and such successor Servicer in effecting the termination of its responsibilities and rights as Servicer under this Agreement, including the transfer to the successor Servicer for administration of all cash amounts that are at the time held by the outgoing Servicer for deposit or thereafter shall be received with respect to a Receivable, all Receivable Files and all information or documents that the successor Servicer may require. In addition, the outgoing Servicer shall transfer its electronic records relating to the Receivables to the successor Servicer in such electronic form as the successor Servicer may reasonably request. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred or payable by the Indenture Trustee acting as Successor Servicersuccessor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to this Agreement required in connection with the transfer of servicing, (the “Transition Costs”) shall (i) be paid by any applicable then outgoing Servicer other than the successor in all respects to Backup Servicer upon presentation of reasonable documentation of such costs and expenses. Any such Transition Costs not paid by the predecessor outgoing Servicer and shall be subject paid solely from the application of Available Funds pursuant to all Section 2.8(a)(ii) and (xii) or Section 5.4(b)(ii) of the responsibilitiesIndenture, duties and liabilities arising thereafter relating thereto placed on as applicable. (c) If the predecessor Backup Servicer and is appointed successor Servicer pursuant to Section 8.2(a), it shall be entitled to such compensation (whether payable out of the Total Servicing Fee Collection Account or otherwise) as the outgoing Servicer would have been entitled to under this Agreement if such outgoing Servicer had not resigned or been terminated. If a Person other than the Backup Servicer is appointed successor Servicer pursuant to Section 8.2(a), the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of collections on or in respect of the Receivables as it and all such successor Servicer shall agree; provided, however, that such compensation shall not be greater than that payable to CarMax as Servicer hereunder without the rights granted prior consent of the Holders of Notes evidencing at least 51% of the Note Balance of the Controlling Class; and, provided further, that, if a Person other than the Backup Servicer is appointed successor Servicer pursuant to Section 8.2(a) because the predecessor Backup Servicer by refuses to act as successor Servicer (in breach of the terms and provisions of this Agreement and (ii) become notwithstanding that it is legally able to do so), the Administrator Backup Servicer shall be liable for any Additional Servicing Fees with respect to such successor Servicer in an aggregate amount not to exceed $150,000 per year. Notwithstanding anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer hereunder other than pursuant to Section 1.09 the preceding sentence if the Indenture Trustee is the Backup Servicer. (d) Notwithstanding anything contained in this Agreement to the contrary, the successor Servicer is authorized to accept and rely on all of the Administration Agreementaccounting records (including computer records) and work of the prior Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exists in any Predecessor Servicer Work Product and such Error makes it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Error (collectively, “Continuing Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continuing Errors; provided, however, that the successor Servicer agrees to use its best efforts to prevent further Continuing Errors. If the successor Servicer becomes aware of Errors or Continuing Errors, it shall, with the prior consent of the Holders of Notes evidencing at least 51% of the Note Balance of the Controlling Class, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continuing Errors and to prevent future Continuing Errors. The successor Servicer shall be entitled to recover its costs expended in connection with such efforts in accordance with Section 2.8(a)(ii) and (xii) of the Indenture, as applicable.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 8.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feesuccessor Servicer. Notwithstanding the above, the Indenture Trustee shallTrustee, if it shall be legally unable or unwilling so to act, appoint shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.of

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.15, the predecessor Servicer shall continue to perform all servicing functions under this Agreement until either the Backup Servicer is appointed as Servicer hereunder or a Successor Servicer has accepted its functions appointment as Successor Servicer hereunder and, until such date, shall be entitled to receive the Servicing Fee to the extent funds are available therefore under this Agreement. The Deal Agent may at the time described in the immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement, Agreement shall pass to and be vested in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Backup Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is legally unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a another successor servicer (the Backup Servicer or such other successor Servicer, the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Contracts as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon its appointment, the Successor Backup Servicer (including the Indenture Trustee acting as subject to Section 6.16(a)) or any other Successor Servicer) , as applicable, shall (i) be the successor in all respects to the predecessor Servicer Servicer, except as otherwise set forth in this Agreement, with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer; provided, however, except as otherwise expressly set forth herein, following the termination of the initial Servicer and the appointment of a Successor Servicer, neither the Successor Servicer nor the initial Servicer shall have any obligation with respect to responsibilities delegated to the initial Servicer. On and after the date the Successor Servicer accepts its appointment as such, it shall be entitled to receive the Servicing Fee. Notwithstanding any termination of a Servicer hereunder, subject to Section 13.16, such terminated Servicer shall continue to have the right to receive reimbursement of any Reimbursable Servicer Advances made by it and of any Administrative Expenses paid by it to the extent funds are available therefore under this Agreement. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Contracts in the Asset Pool. In connection therewith, in the event of termination of the Servicer, the terminated Servicer shall deliver all Servicing Files, servicing records, Collections, funds or other amounts held by the Servicer in accordance with the directions of the Deal Agent and at the cost and expense of such terminated Servicer. In the event of the termination of the Servicer, the terminated Servicer agrees to cooperate with the Borrower, the Successor Servicer, the Trustee and the Deal Agent in effecting the termination of the responsibilities and rights of such terminated Servicer to conduct servicing on the Contracts in the Asset Pool, as more particularly set forth in Section 7.8(d). (iid) become Upon the Administrator Backup Servicer receiving notice that it is required to serve as the Successor Servicer hereunder pursuant to the foregoing provisions of this Section 1.09 of 6.16, the Administration AgreementBackup Servicer will promptly begin the transition to its role as Successor Servicer.

Appointment of Successor Servicer. (a) Upon If the Servicer’s receipt of notice of termination Servicer is terminated pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.1, the predecessor Servicer shall it will continue to perform its functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice or, if no such date is specified in a the notice of termination. If the Servicer resigns pursuant to Section 6.6, it will continue to perform its functions as Servicer under this Agreement until receipt of such notice and, in the case of resignation, until the later of (i) if the resigning Servicer is Ford Credit, the earlier to occur of (A) the Indenture Trustee or a Successor Servicer assuming the responsibilities and obligations of Ford Credit as Servicer in accordance with this Section 7.2 and as the Administrator in accordance with Section 5.2 of the Administration Agreement or (B) the date forty-five upon which any regulatory authority requires such resignation, and (45ii) if the resigning Servicer is not Ford Credit, the earlier to occur of (A) the date 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written the notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and Section 6.6 or (iiB) the date upon which the predecessor Servicer shall become is legally unable to act as Servicer, Servicer as specified in the notice of resignation and accompanying Opinion of Counsel. In . (b) If the event of the Servicer’s termination hereunderServicer resigns or is terminated under this Agreement, the Indenture Trustee shall appoint a Successor Servicerwill (i) provide notice of such termination or resignation to the Issuer, and (ii) as promptly as possible, appoint an institution having a net worth of not less than $50,000,000 whose business includes the Successor servicing of motor vehicle receivables, as the successor to the Servicer shall under this Agreement. Such successor will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b7.2(d)) by (x) entering into a written assumption servicing agreement with the Issuer having substantially the same provisions as the provisions of this Agreement applicable to the Servicer, in a form acceptable to the TrusteesOwner Trustee and the Indenture Trustee, and (y) delivering a copy of such servicing agreement to the Indenture Trustee and the Issuer (such a successor, a “Successor Servicer”). In the event that Promptly following a Successor Servicer’s acceptance of its appointment, the Indenture Trustee will notify the Issuer of such appointment, specifying in such notice the name and address of the Successor Servicer. (c) If no Person has accepted its appointment as Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee Trustee, without further action shall action, will be automatically be appointed the Successor Servicer and Servicer. However, if the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be is unwilling or legally unable or unwilling so to actact as Successor Servicer, appoint it will appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, an institution having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as successor. The Indenture Trustee will be released from its duties and obligations as Successor Servicer on the successor date that a new servicer enters into a servicing agreement with the Issuer and delivers a copy of such servicing agreement to the Servicer under this Agreement. In no event shall Indenture Trustee and the Successor Servicer be liable for the acts or omissions of any predecessor ServicerIssuer as provided in Section 7.2(b). (bd) Upon appointmentacceptance of its appointment as Successor Servicer, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall will (i) be the successor in all respects to the predecessor Servicer and shall will be subject to all of the responsibilities, duties and liabilities arising thereafter relating thereto following such Successor Servicer’s appointment placed on the predecessor Servicer and shall be entitled relating to the Total Servicing Fee and all the rights granted to the such predecessor Servicer’s performance of its duties as Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to under the Administration Agreement in accordance with Section 1.09 5.2 of the Administration Agreement. (e) In connection with any appointment of a Successor Servicer, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer may agree; provided that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer will take such action, consistent with this Agreement, as will be necessary to effectuate any such succession. (f) If the Indenture Trustee succeeds to the Servicer’s duties as provided in Section 7.2(c), it will do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, Article VI of the Indenture will be inapplicable to the Indenture Trustee in its duties as Successor Servicer. In case the Indenture Trustee becomes Successor Servicer pursuant to Section 7.2(c), the Indenture Trustee will be entitled to appoint as Servicer any one of its Affiliates; provided that the Indenture Trustee, in its capacity as Successor Servicer, will be liable for the actions and omissions of such Affiliate in its capacity as Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee, the Counterparties and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, if no Backup Servicer is then engaged, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 $ and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer (except with respect to responsibilities and obligations of the predecessor Servicer set forth in Section 7.2) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by this Agreement. None of the terms Backup Servicer, the Indenture Trustee or any other Successor Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Servicer, including but not limited to failure of such predecessor Servicer to timely deliver to the Indenture Trustee any required information pertaining to the Receivables, any funds required to be deposited with the Indenture Trustee, or any breach of duty of such predecessor Servicer to cooperate with a transfer of servicing as required hereunder. Any Successor Servicer shall from time to time provide to NH Credit such information as NH Credit shall reasonably request with respect to the Receivables and provisions collections thereon. (c) Subject to the Indenture Trustee’s right to appoint a Successor Servicer pursuant to the last sentence of clause (a) after the Indenture Trustee has become Servicer, the Servicer may not resign unless it is prohibited from serving as such by law as evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee, the Backup Servicer and the Trustee. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any transition expenses, servicing fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and (ii) become the Administrator pursuant transactions set forth or provided for herein or be liable for or be required to Section 1.09 of the Administration Agreementmake any servicer advances.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer or the Buyer, as applicable, of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.058.10, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination the Servicer Termination Notice or as otherwise specified by the Servicer or the Buyer, as applicable, in writing (but subject to the 120 day notice requirement of Section 8.10(a)) or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice, until receipt of such notice and, in a date mutually agreed upon by the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeBuyer. Notwithstanding the aboveThe Buyer may, the Indenture Trustee shall, if it shall be legally unable or unwilling so to actat any time following delivery of a Servicer Termination Notice, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), other Person as the successor Servicer hereunder, and such successor shall on such date assume all obligations of the Servicer hereunder with respect to servicing of the Receivables, and all authority and power of the Servicer under this Agreement. In no event Agreement shall pass to and be vested in the Successor Servicer be liable for the acts or omissions of any predecessor Servicersuccessor servicer. (b) Upon appointmentThe Servicer agrees to cooperate and use commercially reasonable efforts in effecting the smooth transition of the responsibilities and rights of servicing of the Receivables, including, without limitation, the Successor transfer to the successor servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Receivables and the delivery to the successor servicer in an orderly and timely fashion of all files and records with respect to the Receivables and a computer tape in readable form containing all information necessary to enable the successor servicer to service the Receivables. In addition, the Servicer agrees to cooperate and use commercially reasonable efforts in providing at the Servicer’s expense to the successor servicer, a list of key servicing personnel and contact information, reasonable access (including at the Indenture Trustee acting as Successor premises of the Servicer) shall to the Servicer’s employees, and any and all of the books, records (iin electronic or other form) be or other information reasonably requested by it to enable the successor in all respects servicer to assume the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreementservicing functions hereunder.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall continue be subject to perform its functions as all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case Owner Trustee, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 8.02 upon the occurrence of termination, only until any Servicer Termination Event after its appointment as successor Servicer. (b) On and after the date specified in such termination notice or, if no such date is specified in time the Servicer receives a notice of terminationtermination pursuant to Section 8.02 or upon the resignation of the Servicer pursuant to Section 7.06, until receipt of such notice and, in or if the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (Indenture Trustee is legally unable or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable unwilling to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of Controlling Party may exercise at any time its right to appoint a successor to the Servicer’s termination hereunder, and shall have no liability to the Owner Trustee, the Indenture Trustee shall appoint a Successor Trustee, the Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionDepositor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feeany Noteholders, any Certificateholders or any other Person if it does so. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact as Servicer, appoint the Indenture Trustee, the Owner Trustee or Noteholders evidencing 25% of the Outstanding Amount of the Controlling Class or, if no Notes are outstanding, Certificateholders of Certificates evidencing not less than 25% of the Outstanding Amount of the Certificates, may petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), Eligible Servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Indenture Trustee shall act as successor Servicer under this Agreementunless it is legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. In no event The Trustee shall be entitled to withdraw from the Successor Collection Account and remit to the successor Servicer be liable for the acts or omissions of any predecessor Servicersuch other party entitled thereto all reasonably incurred Servicer transition costs. (bc) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer Servicer, and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.0510.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until receipt of such notice anda date mutually agreed upon by the Servicer, the Backup Servicer and the Deal Agent. The Deal Agent may at the time described in the case immediately preceding sentence at the direction of resignation, until the later of (i) Required Lenders appoint the date forty-five (45) days from the delivery to the Trustees of Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of the Servicer hereunder from and after such resignation date (except as specifically set forth herein or written confirmation in the Backup Servicing Agreement), and all authority and power of such notice) in accordance with the terms of Servicer under this Agreement shall pass to and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a another successor servicer (the Backup Servicer or such other successor Servicer, “Successor Servicer”) who shall be acceptable to the Required Lenders, and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting its assumption as Successor Servicer, the Backup Servicer (except as specifically set forth herein or in the Backup Servicing Agreement and subject to Section 6.12(a)) or any other Successor Servicer, as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement and the other Transaction Documents to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable. In no event shall the Backup Servicer be liable for any actions or omissions of any predecessor Servicer. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Loans and the Contracts. (iid) become Within sixty (60) days of receiving notice that the Administrator Backup Servicer is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 1.09 of 6.12, the Administration AgreementBackup Servicer will transition to its role as Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s 's resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 45 days from the delivery to the Trustees Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicersuccessor Servicer acceptable to the Indenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer (except with respect to responsibilities and obligations of the predecessor Servicer set forth in Section 7.2) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by this Agreement. Neither the terms Indenture Trustee nor any other successor Servicer shall be deemed to be in default hereunder due to any act or omission of a predecessor Servicer, including but not limited to failure of such predecessor Servicer to timely deliver to the Indenture Trustee any required information pertaining to the Receivables, any funds required to be deposited with the Indenture Trustee, or any breach of duty of such predecessor Servicer to cooperate with a transfer of servicing as required hereunder. Any successor Servicer shall from time to time provide to Case Credit such information as Case Credit shall request with respect to the Receivables and provisions collections thereon. (c) Subject to the last sentence of this Agreement clause (a), the Servicer may not resign unless it is prohibited from serving as such by law as evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and (ii) become the Administrator pursuant to Section 1.09 of the Administration AgreementTrustee.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeServicer. Notwithstanding the above, the Indenture Trustee shallTrustee, if it shall be legally unable or unwilling so to act, appoint shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer Servicer, by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement. (c) In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 8.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feesuccessor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer Servicer, by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement. (c) In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the predecessor Servicer under this Agreement. The Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.15, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt a date mutually agreed upon by the Servicer and the Administrative Agent. The Administrative Agent may at any time following delivery of a Servicer Termination Notice in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such notice anddate assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to and be vested in the case of resignationBackup Servicer. As compensation therefor, until the later of (i) the date forty-five (45) days from the delivery Backup Servicer shall be entitled to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance Servicing Fee, together with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified other servicing compensation in the notice form of resignation and accompanying Opinion of Counselassumption fees, late payment charges or otherwise as provided herein; including, without limitation, Transition Expenses. In the event of that the Administrative Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Administrative Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent and each Purchaser Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Administrative Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)Assets, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder. (b) Upon its appointment, the Successor Backup Servicer (including subject to Section 6.16(a)) or the Indenture Trustee acting as Successor Servicer) , as applicable, shall (i) be the successor in all respects to the predecessor Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable; provided, however, that the Backup Servicer or Successor Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Backup Servicer or Successor Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any taxes required to be paid by the Servicer (provided, that, the Backup Servicer or Successor Servicer, as applicable, shall pay any income taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Backup Servicer or the Successor Servicer, as applicable, upon becoming a Successor Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Backup Servicer or Successor Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Article IV. (c) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Seller and, without limitation, the Seller is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Seller in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Assets. (iid) Upon the Backup Servicer receiving notice that it is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 6.16, the Backup Servicer will promptly begin the transition to its role as Servicer. As compensation, any Successor Servicer (including, without limitation, the Backup Servicer and the Administrative Agent) so appointed shall be entitled to receive the Servicing Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein, including, without limitation, Transition Expenses. If the Backup Servicer has become the Administrator pursuant Servicer hereunder, it shall not resign as servicer until a Successor Servicer has been appointed and accepted such appointment. Notwithstanding anything to Section 1.09 the contrary contained herein, in no event shall Xxxxx Fargo, in any capacity, be liable for any Servicing Fee or for any differential in the amount of the Administration Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer under this Agreement and the transactions set forth or provided for by this Agreement.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.06, the predecessor Indenture Trustee or the Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall appoint a successor Servicer which shall continue be the successor in all respects to perform the Servicer in its functions capacity as Servicer under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, in except as otherwise stated herein. The Depositor, the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunderOwner Trustee, the Indenture Trustee shall appoint a Successor Servicer, and the Successor such successor Servicer shall accept its appointment (including its appointment take such action, consistent with this Agreement, as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable shall be necessary to the Trusteeseffectuate any such succession. In the event that the Indenture Trustee and the Noteholders are unable to appoint a Successor Servicer has not been appointed at successor within thirty (30) days of the time when date of the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionrelated notice of termination, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or may petition a court of competent jurisdiction to appoint a successor Servicer. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 8.02 upon the occurrence of any established institutionServicer Termination Event after its appointment as successor Servicer. The original Servicer shall pay any and all fees and expenses incurred as a result of a transfer of servicing. 29 (2021-C Sale and Servicing Agreement) (b) The Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall have no liability to the Owner Trustee, having the Indenture Trustee, the Servicer, the Depositor, any Noteholders, any Certificateholders or any other Person if they exercise their right to appoint a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer. Pending appointment pursuant to the preceding paragraph, the outgoing Servicer under this Agreement. In no event shall the Successor continue to act as Servicer be liable for the acts or omissions of any predecessor Serviceruntil a successor has been appointed and accepted such appointment. (bc) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer Servicer, and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Appointment of Successor Servicer. (a) Upon The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of determination that (i) the date forty-five performance of its duties hereunder is or becomes impermissible under Applicable Law and (45ii) days from there is no reasonable action that the delivery Servicer could take to make the Trustees performance of written notice of such resignation its duties hereunder permissible under Applicable Law. (b) Any Person (i) into which the Servicer may be merged or written confirmation of such notice) consolidated in accordance with the terms of this Agreement and Agreement, (ii) the date upon resulting from any merger or consolidation to which the predecessor Servicer shall become unable to act as Servicerbe a party, as specified in (iii) acquiring by conveyance, transfer or lease substantially all of the notice of resignation and accompanying Opinion of Counsel. In the event assets of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)iv) by a written assumption in form acceptable succeeding to the Trustees. In business of the event that a Successor Servicer has not been appointed at in any of the time when foregoing cases or (v) acquiring the predecessor Servicer has ceased to act Servicer’s rights and duties as Servicer in accordance with hereunder by assignment as permitted by Section 15.1 shall execute an agreement of assumption to perform every obligation of the Servicer under this SectionAgreement and, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee whether or not such assumption agreement is executed, shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall Agreement without the Successor Servicer be liable for the acts execution or omissions filing of any predecessor Servicerpaper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. (bc) Upon appointmentSubject to the last sentence of this Section 7.2(c), until a successor Servicer has commenced servicing activities in the place of AB Private Credit Investors LLC, AB Private Credit Investors LLC shall continue to perform the obligations of the Servicer hereunder. On and after the termination or resignation of the Servicer pursuant to this Section 7.2, the Successor Servicer (including successor servicer pursuant to Section 7.2(b) or, if none, the Indenture Trustee acting as Successor Servicer) successor servicer appointed by the Facility Agent shall (i) be the successor in all respects to the predecessor Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement and shall be subject to all the rights, responsibilities, duties restrictions, duties, liabilities and liabilities arising thereafter termination provisions relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement Agreement. The Servicer agrees to cooperate and (ii) become use reasonable efforts in effecting the Administrator pursuant to Section 1.09 transition of the Administration Agreementresponsibilities and rights of servicing of the Collateral Obligations, including the transfer to any successor servicer for the administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Collateral Obligations and the delivery to any successor servicer in an orderly and timely fashion of all files and records in its possession or reasonably obtainable by it with respect to the Collateral Obligations containing all information necessary to enable the successor servicer to service the Collateral Obligations. Notwithstanding anything contained herein to the contrary and to the extent permitted by Applicable Law without causing the Servicer to have liability, the termination or resignation of the Servicer shall not become effective until an entity acceptable to the Facility Agent in its sole discretion shall have assumed the responsibilities and obligations of the Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Payment Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to DTFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts or omissions amount of the servicing fee paid hereunder and the amount necessary to induce any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting to act as Successor Servicer) shall (i) be Servicer hereunder or the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 responsibilities of the Administration AgreementServicer set forth in Section 3.08 and 3.16.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 7.01 8.02 or upon the Servicer’s resignation of the Servicer pursuant to Section 6.057.07, the predecessor Backup Servicer, if any (or under the circumstances provided in Section 8.03(b), a successor Servicer other than such Backup Servicer, upon acceptance of appointment as Servicer in case of such a successor Servicer other than any Backup Servicer), such Backup Servicer or other successor Servicer, as the case may be, shall continue be the successor in all respects to perform the Servicer in its functions capacity as Servicer under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer except as otherwise stated herein. Each party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If such a successor is acting as Servicer, it shall be subject to termination under Section 8.01(a) upon the occurrence of any Servicer Termination Event after its appointment as successor Servicer. (b) If (i) the Holders of a majority of the Note Balance of the Outstanding Notes of the Controlling Class do not desire that the Backup Servicer, if any, or the appointed successor Servicer act as Servicer or (ii) the Backup Servicer, if any, or the appointed successor Servicer is legally unable to act, or, in the case of terminationa successor other than any Backup Servicer, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable choose not to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event Noteholders holding a majority of the Servicer’s termination hereunderNote Balance of the Outstanding Notes of the Controlling Class may exercise at any time the right to direct the appointment of any Eligible Servicer as the successor to the Servicer and shall have no liability to the Owner Trustee, the Indenture Trustee shall appoint a Successor Trustee, the Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionDepositor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feeany Noteholders or any other Person if it does so. Notwithstanding the above, if the Holders of a majority of the Note Balance of the Outstanding Notes of the Controlling Class do not act, the Servicer, the Indenture Trustee, the Owner Trustee shall, if it shall be legally unable or unwilling so to act, appoint or Noteholders evidencing at least 25% of the Note Balance of the Outstanding Notes may petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), Eligible Servicer as the successor to the Servicer, provided that for purposes of computing the foregoing percentage, any Notes held by CRB or any of its Affiliates shall be disregarded. Pending appointment pursuant to the preceding sentence, the outgoing Servicer under this Agreementshall continue to act as Servicer until a successor has been appointed and accepted such appointment. In no event The Indenture Trustee shall withdraw from the Successor Collection Account and remit to the successor Servicer be liable for the acts or omissions of any predecessor Servicersuch other party entitled thereto all reasonably incurred Servicer transition costs. (bc) Upon appointment, the Successor successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the its predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer its predecessor, and shall be entitled to the Total Servicing Fee as and to the extent provided for in this Agreement and all the rights granted to the predecessor Servicer in such capacity by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreementany other applicable Basic Document.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee[, the Counterparties] and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder[, if no Backup Servicer is then engaged,] the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 $ and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer (except with respect to responsibilities and obligations of the predecessor Servicer set forth in Section 7.2) and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by this Agreement. None of [the terms Backup Servicer,] the Indenture Trustee or any other Successor Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to any act or omission of a predecessor Servicer, including but not limited to failure of such predecessor Servicer to timely deliver to the Indenture Trustee any required information pertaining to the Receivables, any funds required to be deposited with the Indenture Trustee, or any breach of duty of such predecessor Servicer to cooperate with a transfer of servicing as required hereunder. Any Successor Servicer shall from time to time provide to NH Credit such information as NH Credit shall reasonably request with respect to the Receivables and provisions collections thereon. (c) Subject to the Indenture Trustee’s right to appoint a Successor Servicer pursuant to the last sentence of clause (a) after the Indenture Trustee has become Servicer, the Servicer may not resign unless it is prohibited from serving as such by law as evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee[, the Backup Servicer] and the Trustee. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any transition expenses, servicing fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and (ii) become the Administrator pursuant transactions set forth or provided for herein or be liable for or be required to Section 1.09 of the Administration Agreementmake any servicer advances.