Common use of Consequences of a Master Servicer Termination Event Clause in Contracts

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur, the Indenture Trustee may, and at the direction of Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Class or, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing to the Master Servicer. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Master Servicer appointed by the Controlling Party; provided, however, that such successor Master Servicer shall have no liability with respect to any obligation that was required to be performed by the terminated Master Servicer prior to the date that such successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related certificates of title of the Financed Vehicles or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this Agreement, including the transfer to the successor Master Servicer for administration by it of all money and property held by the Master Servicer with respect to the Receivables and other records relating to the Receivables, including any portion of the Receivables File held by the Master Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service the Receivables. The terminated Master Servicer shall also provide the successor Master Servicer access to Master Servicer personnel and computer records in order to facilitate the orderly and efficient transfer of servicing duties.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee may(to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction of Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Class orParty, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall terminate all of the rights and obligations of the Master Servicer Servicer, including in its capacity as custodian, under this Agreement by notice in writing and the other Basic Documents to the Master Servicerwhich it is a party. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer Servicer, including in its capacity as custodian, under this Agreement Agreement, whether with respect to the Notes, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the successor Indenture Trustee (or such other Successor Master Servicer appointed by the Controlling PartyParty pursuant to Section 10.3); provided, however, that such successor the Successor Master Servicer shall have (i) no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such successor the Successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The successor Successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Owner Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer Servicer, including in its capacity as custodian, under this Agreement, including including, without limitation, the transfer to the successor Successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer with respect for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Receivables and other records relating to the Receivables, including any portion Successor Master Servicer of the Receivables File all Receivable Files being held by the terminated Master Servicer in its capacity as custodian, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Successor Master Servicer to service the ReceivablesOwner Trust Estate. If requested by the Controlling Party, the Successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor Master Servicer (in which event the Successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall also provide grant the successor Indenture Trustee and the Successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer’s premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer’s expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee may, and at (to the direction of Noteholders evidencing not less than extent a majority Trust Officer of the Outstanding Amount of Trustee has actual knowledge thereof), by notice given in writing to the Controlling Class or, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall Master Servicer may terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents as they relate to the Master Servicera Series and a Series Trust Estate out of which such Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Trustee (or such other successor Master Servicer appointed by the Controlling PartyTrustee pursuant to Section 10.3); providedPROVIDED, howeverHOWEVER, that such the successor Master Servicer shall (i) have no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer and (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Series Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Estate and other records relating the delivery to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service such Series Trust Estate. If requested by the ReceivablesTrustee, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d)). The terminated Master Servicer shall also provide grant the Trustee and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer's premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Master Servicer may, with the consent of the Insurer (for so long as it is the Controlling Party), and shall, at the written direction of Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Class orParty, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents to the Master Servicerwhich it is a party. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Indenture Trustee (or such other successor Master Servicer appointed by the Controlling PartyParty pursuant to Section 10.3); provided, however, that such the successor Master Servicer shall have (i) no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as successor Master Servicer and any Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or Successor Master Servicer shall, with the prior consent of (i) for so long as it is the Controlling Party, the Insurer, or (ii) for so long as the Insurer is not the Controlling Party, Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Owner Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this Agreement, including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer with respect for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Receivables and other records relating to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service the ReceivablesOwner Trust Estate. If requested by the Controlling Party, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall also provide grant the Indenture Trustee, the Insurer (for so long as it is the Controlling Party) and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer’s premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer’s expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Master Servicer may, with the consent of the Insurer (for so long as it is the Controlling Party), and shall, at the written direction of Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Class orParty, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents to the Master Servicerwhich it is a party. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Indenture Trustee (or such other successor Master Servicer appointed by the Controlling PartyParty pursuant to Section 10.3); providedPROVIDED, howeverHOWEVER, that such the successor Master Servicer shall have (i) no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as successor Master Servicer and any Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the "Predecessor Servicer Work Product") without any audit or other examination thereof, and the Indenture Trustee or Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "Errors") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or Successor Master Servicer making or continuing any Errors (collectively, "Continued Errors"), the Indenture Trustee or Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; PROVIDED, HOWEVER, that the Indenture Trustee or Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or Successor Master Servicer shall, with the prior consent of (i) for so long as it is the Controlling Party, the Insurer, or (ii) for so long as the Insurer is not the Controlling Party, Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Owner Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this Agreement, including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer with respect for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Receivables and other records relating to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service the ReceivablesOwner Trust Estate. If requested by the Controlling Party, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall also provide grant the Indenture Trustee, the Insurer (for so long as it is the Controlling Party) and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer's premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee may(to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received notice thereof), by notice given in writing to the Master Servicer may and shall at the direction of Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Class orAdministrative Agent, if no Notes are Outstandingwhere one exists, or otherwise, the Holders of Certificates evidencing not less than a majority of the percentage interests in the CertificatesManaging Agents, shall terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents to the Master Servicerwhich it is a party. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Indenture Trustee (or such other 50 successor Master Servicer appointed by the Controlling PartyIndenture Trustee pursuant to Section 10.3); providedPROVIDED, howeverHOWEVER, that such the successor Master Servicer shall (i) have no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the initial Indenture Trustee as successor Master Servicer, is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the "PREDECESSOR SERVICER WORK PRODUCT") without any audit or other examination thereof, and such Indenture Trustee shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "ERRORS") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to such Indenture Trustee making or continuing any Errors (collectively, "CONTINUED ERRORS"), such Indenture Trustee shall have no duty, responsibility, obligation or liability for such Continued Errors; PROVIDED, HOWEVER, that such Indenture Trustee agrees to use its best efforts to prevent further Continued Errors. In the event that such Indenture Trustee becomes aware of Errors or Continued Errors, such Indenture Trustee shall, with the prior consent of the Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Owner Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this Agreement, including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer with respect for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Receivables and other records relating to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service the ReceivablesOwner Trust Estate. If requested by the Indenture Trustee, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d)). The terminated Master Servicer shall also provide grant the Indenture Trustee and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer's premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer's expense.

Consequences of a Master Servicer Termination Event. . If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee may, and at (to the direction of Noteholders evidencing not less than extent a majority Trust Officer of the Outstanding Amount of Indenture Trustee has actual knowledge thereof), by notice given in writing to the Controlling Class or, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall Master Servicer may terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents as they relate to the Master Servicera Series and a Series Trust Estate out of which such Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Indenture Trustee (or such other successor Master Servicer appointed by the Controlling PartyIndenture Trustee pursuant to Section 10.3); provided, however, that such the successor Master Servicer shall (i) have no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, Norwest Bank Minnesota, National Association ("Norwest"), as successor Master Servicer, is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the "Predecessor Servicer Work Product") without any audit or other examination thereof, and Norwest shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "Errors") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to Norwest making or continuing any Errors (collectively, "Continued Errors"), Norwest shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that Norwest agrees to use its best efforts to prevent further Continued Errors. In the event that Norwest becomes aware of Errors or Continued Errors, Norwest shall, with the prior consent of the Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master Servicer, as attorney-in-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 of the Receivables Series Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Estate and other records relating the delivery to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service such Series Trust Estate. If requested by the ReceivablesIndenture Trustee, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d)). The terminated Master Servicer shall also provide grant the Indenture Trustee and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer's premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee may, and at (to the direction of Noteholders evidencing not less than extent a majority Trust Officer of the Outstanding Amount of Trustee has actual knowledge thereof), by notice given in writing to the Controlling Class or, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall Master Servicer may terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents as they relate to the Trust Estate out of which such Master ServicerServicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Trustee (or such other successor Master Servicer appointed by the Controlling PartyTrustee pursuant to Section 10.3); providedPROVIDED, howeverHOWEVER, that such the successor Master Servicer shall (i) have no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer and (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this AgreementAgreement as they relate to the Trust Estate with respect to which such termination has been effected , including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in the Collection Account or thereafter received with respect to the Receivables in the subject Trust Estate and other records relating the delivery to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service the ReceivablesTrust Estate. If requested by the Trustee, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d)). The terminated Master Servicer shall also provide grant the Trustee and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer's premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Master Servicer may[, with the consent of the Insurer (for so long as it is the Controlling Party),] and shall, at the written direction of Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Class orParty, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents to the Master Servicerwhich it is a party. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Indenture Trustee (or such other successor Master 52 Servicer appointed by the Controlling PartyParty pursuant to Section 10.3); providedPROVIDED, howeverHOWEVER, that such the successor Master Servicer shall have (i) no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as successor Master Servicer and any Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the "Predecessor Servicer Work Product") without any audit or other examination thereof, and the Indenture Trustee or Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "Errors") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or Successor Master Servicer making or continuing any Errors (collectively, "Continued Errors"), the Indenture Trustee or Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; PROVIDED, HOWEVER, that the Indenture Trustee or Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or Successor Master Servicer shall, with the prior consent of (i) for so long as it is the Controlling Party, the Insurer, or (ii) for so long as the Insurer is not the Controlling Party, Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Owner Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this Agreement, including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer with respect for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Receivables and other records relating to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service the ReceivablesOwner Trust Estate. If requested by the Controlling Party, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall also provide grant the Indenture Trustee[, the Insurer (for so long as it is the Controlling Party)] and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer's premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee mayTrust Collateral Agent or the Trustee, and as the case may be, (to the extent a Trust Officer of the Trust Collateral Agent or the Trustee, as the case may be, has actual knowledge thereof) at the direction of Noteholders evidencing not less than a majority of the Outstanding Amount of Trustee, by notice given in writing to the Controlling Class or, Master Servicer (and to the Trust Collateral Agent if no Notes are Outstanding, given by the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall Trustee) may terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents as they relate to the Master Servicera Series and a Series Trust Estate out of which such Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Trustee (or such other successor Master Servicer appointed by the Controlling PartyTrustee pursuant to Section 10.3); provided, however, that such the successor Master Servicer shall (i) have no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer and (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Series Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Estate and other records relating the delivery to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service such Series Trust Estate. If requested by the ReceivablesTrustee, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d)). The terminated Master Servicer shall also provide grant the Trust Collateral Agent, the Trustee and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer's premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee may, and at (to the direction of Noteholders evidencing not less than extent a majority Trust Officer of the Outstanding Amount of Indenture Trustee has actual knowledge thereof), by notice given in writing to the Controlling Class or, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall Master Servicer may terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents as they relate to the a Series and a Series Trust Estate out of which such Master ServicerServicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Indenture Trustee (or such other successor Master Servicer appointed by the Controlling PartyIndenture Trustee pursuant to Section 10.3); providedPROVIDED, howeverHOWEVER, that such the successor Master Servicer shall (i) have no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, U.S. Bank National Association ("U.S. BANK"), as successor Master Servicer, is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the "PREDECESSOR SERVICER WORK PRODUCT") without any audit or other examination thereof, and U.S. Bank shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "ERRORS") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to U.S. Bank making or continuing any Errors (collectively, "CONTINUED ERRORS"), U.S. Bank shall have no duty, responsibility, obligation or liability for such Continued Errors; PROVIDED, HOWEVER, that U.S. Bank agrees to use its best efforts to prevent further Continued Errors. In the event that U.S. Bank becomes aware of Errors or Continued Errors, U.S. Bank shall, with the prior consent of the Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Series Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Estate and other records relating the delivery to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all 52 Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service such Series Trust Estate. If requested by the ReceivablesIndenture Trustee, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d)). The terminated Master Servicer shall also provide grant the Indenture Trustee and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer's premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee may, and at (to the direction of Noteholders evidencing not less than extent a majority Trust Officer of the Outstanding Amount of Indenture Trustee has actual knowledge thereof), by notice given in writing to the Controlling Class or, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall Master Servicer may terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents as they relate to the Master Servicera Series and a Series Trust Estate out of which such Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Indenture Trustee (or such other successor Master Servicer appointed by the Controlling PartyIndenture Trustee pursuant to Section 10.3); provided, however, that such the successor Master Servicer shall (i) have no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer. The successor Master Servicer is authorized and empowered by this Agreement , (ii) no obligation to execute and deliverperform any repurchase or advancing obligations, on behalf if any, of the terminated Master Servicer, as attorney-in-fact or otherwise, (iii) no obligation to pay 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 of the Receivables fees and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid expenses of any other party involved in full) as lienholder or secured party on the related certificates of title of the Financed Vehicles or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this Agreement, including the transfer to the successor Master Servicer for administration by it of all money and property held by the Master Servicer with respect to the Receivables and other records relating to the Receivables, including any portion of the Receivables File held transaction not expressly assumed by the Master Servicer and a computer tape (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in readable form this Agreement to the contrary, The Chase Manhattan Bank ("Chase"), as successor Master Servicer, is authorized to accept and rely on all of the most recent Business Day containing all information necessary to enable accounting, records (including computer records) and work of the successor prior Master Servicer relating to the Receivables (collectively, the "Predecessor Servicer Work Product") without any audit or other examination thereof, and Chase shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "Errors") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to Chase making or continuing any Errors (collectively, "Continued Errors"), Chase shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that Chase agrees to use its best efforts to prevent further Continued Errors. In the Receivables. The terminated Master Servicer shall also provide event that Chase becomes aware of Errors or Continued Errors, Chase shall, with the successor Master Servicer access prior consent of the Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to Master Servicer personnel reconstruct and computer records in order reconcile such data as is commercially reasonable to facilitate the orderly correct such Errors and efficient transfer of servicing dutiesContinued Errors and to prevent future Continued Errors.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee may(to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction of Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Class orParty, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall terminate all of the rights and obligations of the Master Servicer Servicer, including in its capacity as custodian, under this Agreement by notice in writing and the other Basic Documents to the Master Servicerwhich it is a party. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer Servicer, including in its capacity as custodian, under this Agreement Agreement, whether with respect to the Notes, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Indenture Trustee (or such other successor Master Servicer appointed by the Controlling PartyParty pursuant to Section 10.3); provided, however, that such the successor Master Servicer shall have (i) no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as successor Master Servicer and any Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or Successor Master Servicer shall, with the prior consent of Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Owner Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer Servicer, including in its capacity as custodian, under this Agreement, including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer with respect for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Receivables and other records relating to the Receivables, including any portion successor Master Servicer of the Receivables File all Receivable Files being held by the terminated Master Servicer in its capacity as custodian, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service the ReceivablesOwner Trust Estate. If requested by the Controlling Party, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall also provide grant the Indenture Trustee and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer’s premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer’s expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur, the Indenture Trustee may, and at the direction of Noteholders evidencing [not less than a majority majority] of the Outstanding Amount of the Controlling Class or, if no Notes are Outstanding, the Holders Certificateholders of Certificates evidencing [not less than a majority majority] of the percentage interests in Outstanding Amount of the Certificates, shall terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing to the Master Servicer. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Master Servicer appointed by the Controlling Party; provided, however, that such successor Master Servicer shall have no liability with respect to any obligation that was required to be performed by the terminated Master Servicer prior to the date that such successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related certificates of title of the Financed Vehicles or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this Agreement, including the transfer to the successor Master Servicer for administration by it of all money and property held by the Master Servicer with respect to the Receivables and other records relating to the Receivables, including any portion of the Receivables File held by the Master Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service the Receivables. The terminated Master Servicer shall also provide the successor Master Servicer access to Master Servicer personnel and computer records in order to facilitate the orderly and efficient transfer of servicing duties.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee may, and at (to the direction of Noteholders evidencing not less than extent a majority Trust Officer of the Outstanding Amount of Indenture Trustee has actual knowledge thereof), by notice given in writing to the Controlling Class or, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall Master Servicer may terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents as they relate to the Master Servicera Series and a Series Trust Estate out of which such Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Indenture Trustee (or such other successor Master Servicer appointed by the Controlling PartyIndenture Trustee pursuant to Section 10.3); provided, however, that such the successor Master Servicer shall (i) have no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer and (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master Servicer, as attorney-in-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 of the Receivables Series Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Estate and other records relating the delivery to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service such Series Trust Estate. If requested by the ReceivablesIndenture Trustee, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d)). The terminated Master Servicer shall also provide grant the Indenture Trustee and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer's premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee may, and at Trust Collateral Agent (to the direction of Noteholders evidencing not less than extent a majority Trust Officer of the Outstanding Amount Trust Collateral Agent has actual knowledge thereof) and, in the event that an Insurer Default shall have occurred and be continuing, the Security Majority, by notice given in writing to the Master Servicer (and to the Trust Collateral Agent if given by the Insurer or the Securityholders) or the Insurer, by written notice of the Controlling Class or, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority non-extension of the percentage interests term of the Master Servicer as referred to in the CertificatesSection 4.14, shall may terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing to the Master ServicerAgreement. On or after the receipt by the Master Servicer of such written noticenotice or upon termination of the term of the Master Servicer pursuant to Section 4.14, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes, the Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Trust Collateral Agent (or such other successor Master Servicer appointed by the Controlling PartyParty in its sole and absolute discretion pursuant to Section 10.3(b)); provided, however, that such the successor Master Servicer shall have no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this Agreement, including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in the Collection Account or thereafter received with respect to the Receivables and other records relating the delivery to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer or a successor Master Servicer to service the ReceivablesReceivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Master Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Master Servicer at the direction of the Controlling Party, at the terminated Master Servicer's expense. The terminated Master Servicer shall also provide grant the Trust Collateral Agent, the successor Master Servicer and the Controlling Party reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer's premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee may, and at (to the direction of Noteholders evidencing not less than extent a majority Trust Officer of the Outstanding Amount of Indenture Trustee has actual knowledge thereof), by notice given in writing to the Controlling Class or, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall Master Servicer may terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents as they relate to the a Series and a Series Trust Estate out of which such Master ServicerServicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Indenture Trustee (or such other successor Master Servicer appointed by the Controlling PartyIndenture Trustee pursuant to Section 10.3); provided, however, that such the successor Master Servicer shall (i) have no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, U.S. Bank National Association ("U.S. Bank"), as successor Master Servicer, is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the "Predecessor Servicer Work Product") without any audit or other examination thereof, and U.S. Bank shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "Errors") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to U.S. Bank making or continuing any Errors (collectively, "Continued Errors"), U.S. Bank shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that U.S. Bank agrees to use its best efforts to prevent further Continued Errors. In the event that U.S. Bank becomes aware of Errors or Continued Errors, U.S. Bank shall, with the prior consent of the Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Series Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Estate and other records relating the delivery to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service such Series Trust Estate. If requested by the ReceivablesIndenture Trustee, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d)). The terminated Master Servicer shall also provide grant the Indenture Trustee and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicers premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicers expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occuroccur and be continuing, the Indenture Trustee may, and (to the extent a Trust Officer of the Trustee has actual knowledge thereof) at the direction of Noteholders evidencing not less than a majority of the Outstanding Amount of Trustee, by notice given in writing to the Controlling Class or, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall Master Servicer may terminate all of the rights and obligations of the Master Servicer under this Agreement by notice in writing and the other Basic Documents as they relate to the Master Servicera Series and a Series Trust Estate out of which such Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement Agreement, whether with respect to the Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in in, and become obligations and responsibilities responsibilities, of the Trustee (or such other successor Master Servicer appointed by the Controlling PartyTrustee pursuant to Section 10.3); provided, however, that such the successor Master Servicer shall (i) have no liability with respect to any obligation that which was required to be performed by the terminated Master Servicer prior to the date that such the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer and (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master Servicer, as attorney-in-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 of the Receivables Series Trust Estate and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) Trust as lienholder or secured party on the related certificates of title of the Financed Vehicles Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including including, without limitation, the transfer to the successor Master Servicer for administration by it of all money and property cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Estate and other records relating the delivery to the Receivables, including any portion of the Receivables File held by the successor Master Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Master Servicer to service such Series Trust Estate. If requested by the ReceivablesTrustee, the successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the successor Master Servicer (in which event the successor Master Servicer shall process such payments in accordance with Section 4.2(d)). The terminated Master Servicer shall also provide grant the Trustee and the successor Master Servicer reasonable access to the terminated Master Servicer personnel and computer records in order to facilitate Servicer's premises at the orderly and efficient transfer of servicing dutiesterminated Master Servicer's expense.