Common use of Appointment of the Successor Servicer Clause in Contracts

Appointment of the Successor Servicer. In connection with the termination of Servicer’s responsibilities under this Agreement pursuant to Section 5.1 or 6.1, Issuer shall notify the Indenture Trustee and appoint a successor servicer that is an Eligible Servicer. The successor servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”); provided, that the Successor Servicer shall have no responsibility for any actions of Servicer prior to the date of its appointment as Successor Servicer. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to Issuer an instrument in form and substance acceptable to Issuer and by providing prior written notice of such appointment to the Rating Agencies and the Indenture Trustee. In the event the Indenture Trustee shall become the Successor Servicer, all costs associated with the transfer of servicing shall be paid by the predecessor Servicer, and the Indenture Trustee shall be entitled to appoint any one of its Affiliates as a Sub-Servicer or agent; provided, that it shall be fully liable for the actions and omissions of such Sub-Servicer or agent. Notwithstanding anything to the contrary herein or in the Related Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase of the Transferred Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, (iii) to pay any indemnities owed by a Servicer pursuant to this Agreement or the Indenture, or (iv) with respect to the Servicer’s obligations under the FDIC Rule Requirements.

Appointment of the Successor Servicer. In connection with the (a) Upon termination of the Servicer’s 's responsibilities under this Agreement pursuant to Section 5.1 4.09 or 6.1Section 4.11, Issuer the Back-Up Servicer shall notify assume all of the Indenture responsibilities of the Servicer pursuant to this Section 4.12 and shall thereafter be the Successor Servicer (the "Successor Servicer"). The Trustee and may also appoint a successor servicer different Successor Servicer (after confirmation from each Rating Agency that is an Eligible Servicersuch appointment will not result in the withdrawal or downgrade of the then current ratings of the Certificates). The successor servicer Such Successor Servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”)Agreement; providedPROVIDED, that the such Successor Servicer and the Trustee shall have no responsibility for any actions of the Servicer prior to the date of the appointment of such Successor Servicer as Servicer. Prior to the appointment of such Successor Servicer, the Trustee shall be 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination and to perform the duties of the Servicer hereunder (excluding its appointment duty to indemnify pursuant to Article IX). The standard of care, representations and warranties, covenants, liabilities, rights of indemnification and all other rights and obligations of the Trustee under this Agreement shall also be applicable to the Trustee in its capacity as Successor Servicer. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to Issuer an instrument in form and substance acceptable to Issuer and by providing prior written notice of such appointment to the Rating Agencies and the Indenture Trusteehereunder. In the event no Successor Servicer has been appointed within 60 days of the Indenture removal of a Servicer and the Trustee has received written notice from each Rating Agency to the effect that failure to appoint a successor Servicer will or has resulted in suspension, downgrade or withdrawal of the rating assigned to the Certificates, the Trustee may petition a court of competent jurisdiction to appoint a Successor Servicer. (b) Any Successor Servicer appointed hereunder (including the Trustee during such time as it functions as the Successor Servicer) shall become be entitled to reasonable compensation (including the estimated costs of such servicing and a reasonable profit) which shall be determined by the Trustee. Any proposed increase in the Back-Up Servicing Fee or the Monthly Servicing Fee due to the assumption of duties under the Pooling and Servicing Agreement by a successor Back-Up Servicer or successor Servicer shall be approved by the Seller, each Rating Agency and the Certificateholders evidencing a Percentage not less than 50%. (c) The outgoing Servicer, the Trustee and the Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including, without limitation, the express assumption by such Successor Servicer of the duties and obligations of the outgoing Servicer hereunder. Without limiting the generality of the foregoing, the Successor Servicer, all costs associated with the transfer assistance of servicing the outgoing Servicer, shall promptly notify Obligors by means of new coupon books or as the Successor Servicer shall otherwise specify to make payments to the Successor Servicer. (d) Upon appointment, any Successor Servicer shall be paid successor in all respects to the outgoing Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all responsibilities, duties and liabilities relating thereto placed upon the Servicer by the predecessor Servicer, terms and the Indenture Trustee shall be entitled to appoint any one of its Affiliates as a Sub-Servicer or agent; provided, that it shall be fully liable for the actions and omissions of such Sub-Servicer or agent. Notwithstanding anything provisions hereof (subject to the contrary herein or same limitations as are contained in the Related Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) this Section 4.12 with respect to the repurchase of the Transferred Receivables, (ii) to pay any fees, expenses and other amounts owing a succession to the Administrator, (iii) to pay any indemnities owed outgoing Servicer by a Servicer pursuant to this Agreement or the Indenture, or (iv) with respect to the Servicer’s obligations under the FDIC Rule RequirementsTrustee).

Appointment of the Successor Servicer. In connection with (a) Upon the effectiveness of termination of the Servicer’s 's responsibilities under this Agreement pursuant to Section 5.1 2.10 or 6.1Section 2.12, Issuer AutoBond shall notify immediately succeed to the Indenture Trustee and appoint duties of the Servicer as a successor servicer that is an Eligible Servicer (the "Successor Servicer"), unless and until another Successor Servicer has been appointed by AutoBond. The successor servicer Such Successor Servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”)Agreement; provided, that the such Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its the appointment of such Successor Servicer as Successor Servicer. The Such Successor Servicer shall accept its appointment by executingbe authorized and empowered to execute and deliver, acknowledging on behalf of the Servicer, as attorney-in-fact or otherwise, any and delivering all documents and other instruments, and to Issuer an instrument in form do any and substance acceptable all acts or things necessary or appropriate to Issuer and by providing prior written effect the purposes of such notice of such appointment termination and to perform the duties of the Servicer hereunder. (b) Any Successor Servicer appointed by AutoBond hereunder shall be entitled to the Rating Agencies compensation (including the estimated termination costs of such servicing and a reasonable profit) agreed to with AutoBond. (c) The outgoing Servicer, AutoBond and the Indenture TrusteeSuccessor Servicer shall take such action, consistent with this Agreement, that shall be reasonably necessary to effectuate any such succession, including, without limitation, (i) the express assumption by such Successor Servicer of the duties and obligations of the outgoing Servicer hereunder, (ii) notifying Obligors in writing of the existence of the Successor Servicer, and (iii) providing such Successor Servicer with all Records maintained or held by the outgoing servicer as Servicer hereunder, including all paper files and all electronic files, and the Servicer shall be reimbursed for related expenses in accordance with Section 2.08(b). In the event the Indenture Trustee shall become the Successor Servicerthat CSC Logic/MSA L.L.P. is terminated as Servicer without cause pursuant to Section 2.10(b), all costs associated with the transfer of servicing shall be paid by the predecessor Servicer, and the Indenture Trustee it shall be entitled to appoint receive an additional one-time termination fee of $6.50/loan. (d) Upon appointment, any one of its Affiliates as a Sub-Successor Servicer or agent; provided, that it shall be fully liable for the actions and omissions of such Sub-Servicer or agent. Notwithstanding anything successor in all respects to the contrary herein or in the Related Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase of the Transferred Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, (iii) to pay any indemnities owed by a outgoing Servicer pursuant to under this Agreement and the transactions set forth or provided for herein and shall be subject to all responsibilities, duties and liabilities relating thereto placed upon the Indenture, or (iv) with respect to Servicer by the Servicer’s obligations under the FDIC Rule Requirementsterms and provisions hereof.

Appointment of the Successor Servicer. In connection with (a) Upon the effectiveness of termination of the Servicer’s 's responsibilities under this Agreement pursuant to Section 5.1 2.10 or 6.1Section 2.12, Issuer the Initial Lender shall notify immediately succeed to the Indenture Trustee duties of the Servicer as a successor Servicer (the "Successor Servicer"), unless and until another Successor Servicer has been appointed by the Initial Lender (which may be the Initial Lender). The Initial Lender shall give the Noteholders not less than 30 days' prior written notice of its intent to appoint a successor servicer that is an Eligible ServicerSuccessor Servicer pursuant to this Section 2.13(a). The successor servicer Such appointment shall become effective following the expiration of such 30-day period (or such shorter period agreed to by the Initial Lender) on a date to be specified by the Initial Lender. Such Successor Servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”)Agreement; provided, that the such Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its the appointment of such Successor Servicer as Successor Servicer. The Such Successor Servicer shall accept its appointment by executingbe authorized and empowered to execute and deliver, acknowledging on behalf of the Servicer, as attorney-in-fact or otherwise, any and delivering all documents and other instruments, and to Issuer an instrument in form do any and substance acceptable all acts or things necessary or appropriate to Issuer and by providing prior written effect the purposes of such notice of termination and to perform the duties of the Servicer hereunder (including its duties as Successor Servicer hereunder but excluding its duty to indemnify pursuant to Sections 4.03(a) and (b)). The Initial Lender shall have the right to appoint as its agent a third party to perform the duties and obligations of the Initial Lender as Successor Servicer hereunder. The Initial Lender shall not be responsible for compensating the Issuer for any increase in the Monthly Servicing Fee associated with a Successor Servicer. (b) Any Successor Servicer appointed by the Initial Lender hereunder shall be entitled to reasonable compensation (including the estimated termination costs of such appointment servicing and a reasonable profit) which shall be determined by the Initial Lender; provided, however, that the Initial Lender, when acting as Successor Servicer hereunder, shall receive compensation that is no less than was being received by the Servicer at the time of its termination. Any Successor Servicer appointed by a court of competent jurisdiction or any agent of the Initial Lender as Successor Servicer upon becoming the Successor Servicer pursuant to Section 2.13 (a) or subservicer to the Rating Agencies Successor Servicer, shall be entitled to compensation (including the estimated costs of servicing and a reasonable profit) equal to the prevailing market rate for such services. (c) The outgoing Servicer, the Initial Lender and the Indenture TrusteeSuccessor Servicer shall take such action, consistent with this Agreement and the Indenture, that shall be reasonably necessary to effectuate any such succession, including, without limitation, (i) the express assumption by such Successor Servicer of the duties and obligations of the outgoing Servicer hereunder (except as to the Initial Lender as the Successor Servicer, the Servicer's indemnification obligation under Section 4.03(a) and (b) shall not apply), (ii) notifying Obligors in writing of the existence of the Successor Servicer, and (iii) providing such Successor Servicer with all Records maintained or held by the outgoing servicer as Servicer hereunder, including all paper files and all electronic files and the Servicer shall be reimbursed for related expenses in accordance with Section 2.08(b). (d) Upon appointment, any Successor Servicer shall be successor in all respects to the outgoing Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all responsibilities, duties and liabilities relating thereto placed upon the Servicer by the terms and provisions hereof (subject to the same limitations as are contained in this Section 2.13 with respect to a succession to the outgoing Servicer by the Initial Lender). (e) Upon an assumption by a Successor Servicer, or in the event of transfer of servicing of any Auto Loans to the Successor Servicer from a prior servicer (including after the execution of this Agreement), the Successor Servicer is authorized to accept and rely on all of the accounting, records and work of the prior servicer without any audit or other examination thereof, and the Successor Servicer shall have no duty, responsibility, obligation or liability to any Person for any acts or omissions of the prior servicer. If any error, inaccuracy or omission (collectively, "Errors") exists in any information received from the prior servicer and such Errors should cause or materially contribute to the Successor Servicer making, or continuing to make, any Errors (collectively, "Continuing Errors"), the Successor Servicer shall have no liability to any Person for such Continuing Errors. In the event the Indenture Trustee shall become Successor Servicer becomes aware of any Errors or Continuing Errors, which in the opinion of the Successor Servicer impair its ability to perform its services hereunder, the Successor Servicer may with prior written notice to the Issuer and the Trustee, undertake such data or records reconstruction as it deems appropriate to correct such Errors and Continuing Errors and to prevent future Continuing Errors, and the Successor Servicer, all costs associated with the transfer of servicing 's reasonable expenses incurred in connection therewith shall be paid by the predecessor Servicer, and the Indenture Trustee shall be entitled to appoint any one of its Affiliates as a Sub-Servicer or agent; provided, that it shall be fully liable for the actions and omissions of such Sub-Servicer or agent. Notwithstanding anything to the contrary herein or in the Related Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase of the Transferred Receivables, (ii) to pay any fees, deemed expenses and other amounts owing to the Administrator, (iii) to pay any indemnities owed by a Successor Servicer pursuant to this Agreement or hereunder for purposes of the Indenture, or (iv) with respect to the Servicer’s obligations under the FDIC Rule Requirements.

Appointment of the Successor Servicer. In connection with the (a) Upon termination of the Servicer’s 's responsibilities under this Agreement pursuant to Section 5.1 4.10 or 6.1Section 4.14 the [Master Servicer] shall immediately assume all of the Servicer's responsibilities, Issuer shall notify duties and obligations as Servicer. On or at any time after the Indenture Trustee and date of such assumption, the [Master Servicer] may appoint a successor servicer that is an Eligible Servicer acceptable to the [Master Administrator], the Trustee and the Rating Agency (a "Successor Servicer"). The successor servicer Such Successor Servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”)Agreement; provided, that the such Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its the appointment as Successor Servicer. The of such Successor Servicer shall accept its appointment by executing, acknowledging and delivering to Issuer an instrument in form and substance acceptable to Issuer and by providing prior written notice of such appointment to the Rating Agencies and the Indenture Trusteeas Servicer. In the event the Indenture [Master Servicer] fails to assume the duties of the Servicer or appoint a Successor Servicer pursuant to the terms of this Agreement, the Trustee shall become be 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 any and all acts or things necessary or appropriate to effect the purposes of such notice of termination or perform the duties of the Servicer hereunder (excluding its duty to indemnify pursuant to Article IX). The standard of care, representations and warranties, covenants, liabilities, rights of indemnification, and all other rights and obligations of the Trustee under this Agreement shall also be applicable to the Trustee in its capacity hereunder. The Trustee may petition a court of competent jurisdiction to appoint a Successor Servicer if the [Master Servicer] fails to assume the duties of the Servicer or appoint a Successor Servicer within 60 days of the removal of a Servicer. (b) Any Successor Servicer appointed hereunder (including the Trustee, during such time as it functions as the successor Servicer) shall be entitled to reasonable compensation (including the estimated costs of its servicing and a reasonable profit) which shall be determined by the [Master Administrator], provided that if the [Master Administrator] or any of its Affiliates is the Successor Servicer, all costs associated the Trustee shall agree to the amount of such compensation. The amount of such compensation may result in an increase or decrease in the Monthly Servicing Fee. (c) The outgoing Servicer, the [Master Servicer], the [Master Administrator], the Trustee and the Successor Servicer shall take such action, consistent with the transfer of servicing this Agreement, as shall be paid by the predecessor Servicernecessary to effectuate any such succession, and the Indenture Trustee shall be entitled to appoint any one of its Affiliates as a Sub-Servicer or agent; providedincluding, that it shall be fully liable for the actions and omissions of such Sub-Servicer or agent. Notwithstanding anything to the contrary herein or in the Related Documentswithout limitation, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase express assumption by such Successor Servicer of the Transferred Receivablesduties and obligations of the outgoing Servicer hereunder, (ii) notifying Obligors in writing to pay any fees, expenses and other amounts owing make payments under the Auto Loans to the AdministratorSuccessor Servicer, and (iii) providing such Successor Servicer with all Records maintained or held by it as Servicer hereunder. (d) Upon appointment, any Successor Servicer shall be successor in all respects to pay any indemnities owed by a the outgoing Servicer pursuant to under this Agreement and the transactions set forth or provided for herein and shall be subject to all responsibilities, duties and liabilities relating thereto placed upon the Indenture, or Servicer by the terms and provisions hereof (iv) subject to the same limitations as are contained in this Section 4.15 with respect to a succession to the Servicer’s obligations under outgoing Servicer by the FDIC Rule RequirementsTrustee).

Appointment of the Successor Servicer. In connection with the (a) Upon termination of the Servicer’s 's responsibilities under this Agreement pursuant to Section 5.1 4.10 or 6.1Section 4.14 the [Master Servicer] shall immediately assume all of the Servicer's responsibilities, Issuer shall notify duties and obligations as Servicer. On or at any time after the Indenture Trustee and date of such assumption, the [Master Servicer] may appoint a successor servicer that is an Eligible Servicer acceptable to the [Master Administrator], the Trustee and the Rating Agency (a "Successor Servicer"). The successor servicer Such Successor Servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”)Agreement; provided, that the such Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its the appointment as Successor Servicer. The of such Successor Servicer shall accept its appointment by executing, acknowledging and delivering to Issuer an instrument in form and substance acceptable to Issuer and by providing prior written notice of such appointment to the Rating Agencies and the Indenture Trusteeas Servicer. In the event the Indenture Trustee shall become [Master Servicer] fails to assume the duties of the Servicer or appoint a Successor ServicerServicer pursuant to the terms of this Agreement, all costs associated with the transfer of servicing shall be paid by the predecessor Servicer, and the Indenture Trustee shall be entitled authorized and empowered to appoint execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any one of its Affiliates as a Sub-Servicer and all documents and other instruments, and to do any and all acts or agent; provided, that it shall be fully liable for things necessary or appropriate to effect the actions and omissions purposes of such Sub-notice of termination or perform the duties of the Servicer or agenthereunder (excluding its duty to indemnify pursuant to Article IX). Notwithstanding anything The standard of care, representations and warranties, covenants, liabilities, rights of indemnification, and all other rights and obligations of the Trustee under this Agreement shall also be applicable to the contrary herein or Trustee in the Related Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase of the Transferred Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, (iii) to pay any indemnities owed by a Servicer pursuant to this Agreement or the Indenture, or (iv) with respect to the Servicer’s obligations under the FDIC Rule Requirements.its capacity hereunder. The Trustee

Appointment of the Successor Servicer. In connection with (a) Upon the effectiveness of termination of the Servicer’s 's responsibilities under this Agreement pursuant to Section 5.1 2.10 or 6.1Section 2.12, Issuer the Trustee shall notify immediately succeed to the Indenture duties of the Servicer as a successor Servicer (the "Successor Servicer"), unless and until another Successor Servicer has been appointed by the Trustee (which may be the Trustee). The Trustee shall give the Noteholders not less than 30 days' prior written notice of its intent to appoint a Successor Servicer pursuant to this Section 2.13(a). Such appointment shall become effective following the expiration of such 30-day period (or such shorter period agreed to by the Trustee and appoint the Noteholders) on a successor servicer that is an Eligible Servicerdate to be specified by the Trustee. The successor servicer Such Successor Servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (such successor servicer being referred to as the “Successor Servicer”)Agreement; provided, that the such Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its the appointment of such Successor Servicer as Successor Servicer. The Such Successor Servicer shall accept its appointment by executingbe authorized and empowered to execute and deliver, acknowledging on behalf of the Servicer, as attorney-in-fact or otherwise, any and delivering all documents and other instruments, and to Issuer an instrument in form do any and substance acceptable all acts or things necessary or appropriate to Issuer and by providing prior written effect the purposes of such notice of such appointment termination and to perform the Rating Agencies duties of the Servicer hereunder (including its duties as Successor Servicer hereunder but excluding its duty to indemnify pursuant to Sections 4.03(a) and (b)). The standard of care, representations and warranties, covenants, liabilities, rights of indemnification, and all other rights and obligations of the Trustee under this Agreement and the Indenture shall also be applicable to the Trustee in its capacity as Successor Servicer hereunder. The Trustee shall have the right to appoint as its agent a third party to perform the duties and obligations of the Trustee as Successor Servicer hereunder. The Trustee shall not be responsible for compensating the Issuer for any increase in the Monthly Servicing Fee associated with a Successor Servicer. (b) Any Successor Servicer appointed by the Trustee hereunder shall be entitled to reasonable compensation (including the estimated termination costs of such servicing and a reasonable profit) which shall be determined by the Trustee; provided, however, that the Trustee, when acting as Successor Servicer hereunder, shall receive compensation that is no less than was being received by the Servicer at the time of its termination. Any Successor Servicer appointed by a court of competent jurisdiction or any agent of the Trustee as Successor Servicer upon becoming the Successor Servicer pursuant to Section 2.13 (a) or subservicer to the Successor Servicer, shall be entitled to compensation (including the estimated costs of servicing and a reasonable profit) equal to the prevailing market rate for such services. (c) The outgoing Servicer, the Trustee and the Successor Servicer shall take such action, consistent with this Agreement and the Indenture, that shall be reasonably necessary to effectuate any such succession, including, without limitation, (i) the express assumption by such Successor Servicer of the duties and obligations of the outgoing Servicer hereunder (except as to the Trustee as the Successor Servicer, the Servicer's indemnification obligation under Section 4.03(a) and (b) shall not apply), (ii) notifying Obligors in writing of the existence of the Successor Servicer, and (iii) providing such Successor Servicer with all Records maintained or held by the outgoing servicer as Servicer hereunder, including all paper files and all electronic files and the Servicer shall be reimbursed for related expenses in accordance with Section 2.08(b). (d) Upon appointment, any Successor Servicer shall be successor in all respects to the outgoing Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all responsibilities, duties and liabilities relating thereto placed upon the Servicer by the terms and provisions hereof (subject to the same limitations as are contained in this Section 2.13 with respect to a succession to the outgoing Servicer by the Trustee). (e) Upon an assumption by a Successor Servicer, or in the event of transfer of servicing of any Auto Loans to the Successor Servicer from a prior servicer (including after the execution of this Agreement), the Successor Servicer is authorized to accept and rely on all of the accounting, records and work of the prior servicer without any audit or other examination thereof, and the Successor Servicer shall have no duty, responsibility, obligation or liability to any Person for any acts or omissions of the prior servicer. If any error, inaccuracy or omission (collectively, "Errors") exists in any information received from the prior servicer and such Errors should cause or materially contribute to the Successor Servicer making, or continuing to make, any Errors (collectively, "Continuing Errors"), the Successor Servicer shall have no liability to any Person for such Continuing Errors. In the event the Indenture Trustee shall become Successor Servicer becomes aware of any Errors or Continuing Errors, which in the opinion of the Successor Servicer impair its ability to perform its services hereunder, the Successor Servicer may with prior written notice to the Issuer and the Trustee, undertake such data or records reconstruction as it deems appropriate to correct such Errors and Continuing Errors and to prevent future Continuing Errors, and the Successor Servicer, all costs associated with the transfer of servicing 's reasonable expenses incurred in connection therewith shall be paid by the predecessor Servicer, and the Indenture Trustee shall be entitled to appoint any one of its Affiliates as a Sub-Servicer or agent; provided, that it shall be fully liable for the actions and omissions of such Sub-Servicer or agent. Notwithstanding anything to the contrary herein or in the Related Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event have obligations (i) with respect to the repurchase of the Transferred Receivables, (ii) to pay any fees, deemed expenses and other amounts owing to the Administrator, (iii) to pay any indemnities owed by a Successor Servicer pursuant to this Agreement or hereunder for purposes of the Indenture, or (iv) with respect to the Servicer’s obligations under the FDIC Rule Requirements.