Common use of Events of Servicer Default Clause in Contracts

Events of Servicer Default. If any one of the following events ("Events of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer or UAC to deliver to the Collection Account (or to the Indenture Trustee for distribution to the Noteholders) any proceeds or payment required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement or any failure by the Servicer to deliver any Servicer's Certificate pursuant to Section 8.09 that, in either case, shall continue unremedied for a period of two Business Days (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or (ii) Failure on the part of the Servicer, the Seller or UAC duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller or UAC, as the case may be, set forth in this Agreement or the Purchase Agreement, which failure shall (a) materially and adversely affect the rights of the Certificateholder or the Secured Parties and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, UAC or the Seller, as the case may be, by the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes; or (iii) The occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as an Event of Servicer Default shall not have been remedied, the Insurer (so long as the Insurer is not in default of its obligations under the Policy), or the Indenture Trustee (upon direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of the Notes if the Insurer is in default under the Policy), by notice then given in writing to the Servicer may, terminate all of the rights and obligations of the Servicer under this Agreement. In addition, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, deliver a notice of termination to the Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificate, the Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee (except that the Indenture Trustee may but shall not be required to make Advances) or such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 14.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Events of Servicer Default. If While the Servicer, the Back-up Servicer, the Standby Servicer or any successor Servicer is acting as the Servicer hereunder, any one of the following events (shall constitute an "Events Event of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer or UAC BVAC to deposit or deliver to the Collection any Trust Account (or to the Indenture Trustee for distribution to the Noteholders) any proceeds or payment required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement or any failure by the Servicer to deliver any Servicer's Certificate pursuant to Section 8.09 8.12 that, in either case, shall continue unremedied for a period of two five Business Days (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or (ii) Failure on the part of the Servicer, the Seller Transferor or UAC BVAC duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller Transferor or UACBVAC, as the case may be, set forth in this Agreement or the Purchase Agreement, which failure shall (a) materially and adversely affect the rights of the Certificateholder Certificateholders or the Secured Parties and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, UAC BVAC or the SellerTransferor, as the case may be, by the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes; or (iii) The occurrence of an Insolvency Event with respect to the Servicer; TRUST AND SERVICING AGREEMENT then, and in each and every case, so long as an Event of Servicer Default shall not have been remedied, the Insurer (so long as the Insurer is not in default of its obligations under the Policy), or the Indenture Trustee (upon direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of the Notes if the Insurer is in default under the Policy), by notice then given in writing to the Servicer may, terminate all of the rights and obligations of the Servicer under this Agreement. In addition, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, deliver a notice of termination to the Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.0213.02; (B) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Indenture Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurer. On or after the receipt by the Servicer of such written noticenotice (unless otherwise directed by the Insurer and subject to Section 13.02(a)), all authority and power of the Servicer as the Servicer under this Agreement, whether with respect to the Certificate, the Notes Securities or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee (except that the Indenture Trustee may but shall not be required to make Advances) Standby Servicer or any such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.0113.02; and, without limitation, the Standby Servicer any such successor Servicer and the Indenture Trustee is are hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 14.01 Transition Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.expenses and, if not so paid, shall be reimbursable to the successor Servicer, to the extent of Available Funds on each Payment Date, pursuant to the priorities set forth in Section 8.05(a) of the Indenture; provided, that such payment shall not relieve the predecessor Servicer from the responsibility for making such payment and the Issuer shall be subrogated to the rights of the successor Servicer with respect to such Transition Costs and shall have a direct right to institute proceedings against the Servicer for such payment. The predecessor Servicer shall grant the Transferor, the Indenture Trustee, the Standby Servicer, the Back-up Servicer and the Insurer reasonable access to the predecessor Servicer's premises, computer files, personnel, records and equipment at the predecessor Servicer's expense. TRUST AND SERVICING AGREEMENT

Events of Servicer Default. If any one of the following events ("Events of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer or UAC to deliver to the Collection Account (or to the Indenture Trustee for distribution to the Noteholders) any proceeds or payment required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement Agreements or any failure by the Servicer to deliver any Servicer's Certificate pursuant to Section 8.09 that, in either case, shall continue unremedied for a period of two Business Days (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or (ii) Failure on the part of the Servicer, the Seller or UAC duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller or UAC, as the case may be, set forth in this Agreement or the Purchase AgreementAgreements, which failure shall (a) materially and adversely affect the rights of the Certificateholder or the Secured Parties and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, UAC or the Seller, as the case may be, by the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes; or (iii) The occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as an Event of Servicer Default shall not have been remedied, the Insurer (so long as the Insurer is not in default of its obligations under the Policy), or the Indenture Trustee (upon direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of the Notes if the Insurer is in default under the Policy), by notice then given in writing to the Servicer may, terminate all of the rights and obligations of the Servicer under this Agreement. In addition, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, deliver a notice of termination to the Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificate, the Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee (except that the Indenture Trustee may but shall not be required to make Advances) or such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 14.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Events of Servicer Default. If While the Servicer or any successor Servicer (other than the Back-up Servicer) is acting as the Servicer hereunder, any one of the following events (shall constitute an "Events Event of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer (x) to deposit, or UAC to deliver to the Collection Account (or to the Indenture Trustee for distribution deposit, to the Noteholders) any proceeds or payment Trust Account any amount required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement or any failure deposited therein by the Servicer that shall continue unremedied for a period of one (1) Business Day or (y) to deliver any to the Indenture Trustee or the Back-up Servicer, the Servicer's Certificate pursuant to Section 8.09 that, in either case, on the related Determination Date that shall continue unremedied for a period of two (2) Business Days or the statement required by Section 8.13 hereof or the report required by Section 8.14 hereof shall not have been delivered within five (5) Business Days after the date such statement or report, as the case may be, is required to be delivered after, in either case, (A) after written notice from either the Owner Trustee, Trustee or the Indenture Trustee or by the Insurer holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer as specified in this Agreement or (B) after actual discovery by an officer of the Servicer; (ii) Failure on the part of the Servicer, and for so long as the Insurer Servicer is not obligated to perform as the Servicer, failure on the part of the Transferor or BVAC, as the case may be, to repurchase a Receivable in default accordance with Sections 7.02, 8.08 or 8.10 hereof and, in the case of its obligations under BVAC pursuant to Section 7.02 hereof and Section 3.03 of the PolicyPurchase Agreement, as the case may be, which failure shall continue unremedied for a period of two (2) Business Days after the same is required to be delivered in accordance with such Sections after, in either case, (A) after written notice from either the Owner Trustee or the Indenture Trustee or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC BVAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or; (iiiii) Failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.09 hereof or, for so long as the Servicer is obligated to perform as the Servicer, failure on the part of the Transferor to observe its covenants and agreements in Article V of the Purchase Agreement; (iv) Failure on the part of the Servicer, and for so long as the Seller Servicer is obligated to perform as the Servicer, failure on the part of the Transferor or UAC BVAC duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller Transferor or UAC, BVAC (as the case may be, ) set forth in this Agreement or the Purchase Agreementany other Basic Document, which failure shall (a) materially and adversely affect the rights of the Certificateholder or the Secured Parties Noteholders and (b) continue unremedied for a period of 60 30 days after the date on which written notice of such failure, failure requiring the same to be remedied, shall have been given (1) to the Servicer, UAC the Transferor or the Seller, BVAC (as the case may be, ) by or the Owner Indenture Trustee, or (2) to the Servicer, the Transferor or BVAC (as the case may be) and to the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes Noteholders evidencing not less than either 25% of the Class A Note Balance or 25% of the aggregate outstanding balance of the Notes; (v) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer (or, so long as the Servicer is obligated to perform as the Servicer, the Transferor or any of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected in a material respect thereby) in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or State, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of BVAC, the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or the commencement of an involuntary case under the federal or State bankruptcy, insolvency or similar laws, as now or hereafter in effect, or another present or future, federal or State bankruptcy, insolvency or similar law with respect to BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) and such case is not dismissed within 60 days; (vi) The commencement by BVAC or the Servicer (or, so long as the Servicer is obligated to perform as the Servicer, the Transferor or any of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected thereby) of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or State, bankruptcy, insolvency or similar law, or the consent by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or of any substantial part of its property or the making by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) of an assignment for the benefit of creditors or the failure by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) generally to pay its debts as such debts become due or the taking of corporate action by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) in furtherance of any of the foregoing; (vii) Any representation, warranty or statement of the Servicer or, for so long as the Servicer is obligated to perform as the Servicer, BVAC or the Transferor made in this Agreement and, with respect to BVAC and the Transferor, the Purchase Agreement, or in each case any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect as of the time when the same shall have been made (excluding, however, any representation or warranty set forth in Section 3.02 of the Purchase Agreement), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, or the Noteholders and, within 60 days after written notice thereof, shall have been given (1) to BVAC, the Servicer or the Transferor (as the case may be) by the Indenture Trustee or (2) to BVAC, the Servicer or the Transferor (as the case may be), and to the Indenture Trustee by the Noteholders evidencing not less than either 25% of the Class A Note Balance or 25% of the aggregate outstanding balance of the Notes, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; (viii) the termination of BVAC as servicer following the occurrence of an "Event of Servicer Default" under and as defined in the Trust and Servicing Agreement dated as of February 1, 2005 by and among the depositor, BVAC, the Back-up Servicer, Deutsche Bank Trust Company Americas and the Owner Trustee as Owner trustee thereunder; or (iiiix) The the termination of BVAC as servicer following the occurrence of an Insolvency "Event with respect to of Servicer Default" under and as defined in the Trust and Servicing Agreement dated as of July 1, 2005 by and among the depositor, BVAC, the Back-up Servicer; , Deutsche Bank Trust Company Americas and the Owner Trustee as Owner trustee thereunder. If an Event of Servicer Default shall occur and be continuing (and not otherwise waived or cured) then, and in each and every case, so long as an Event of Servicer Default shall not have been remedied, the Insurer (so long as the Insurer is not in default of its obligations under the Policy), or the Indenture Trustee (upon may and, at the direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of the Notes if the Insurer is in default under the Policy)Majority Controlling Noteholders, by notice then given in writing to the Servicer may, shall terminate all of the rights and obligations of the Servicer under this AgreementAgreement upon written notice to Servicer as provided in Section 14.03(a). In additionUpon sending or receiving any such directive or notice, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf of shall promptly send a copy thereof to the Owner Trustee, deliver a notice of termination to the Rating Agencies, the Back-up Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Trustee or the Administratoreach Noteholder, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles Residual Interest Holder and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the InsurerCertificateholder. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer as the Servicer under this Agreement, whether with respect to the Certificate, the Notes Securities or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee (except that the Indenture Trustee may but shall not be required to make Advances) Back-up Servicer or any such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.01; 14.03 hereof and, without limitation, the Back-up Servicer, any such successor Servicer and the Indenture Trustee is are hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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 indorsement of the Receivables and related documents, or otherwiseotherwise provided, however, that the Back-up Servicer shall have no obligation to assume the responsibilities of the Servicer with fewer than forty-five (45) days prior written notice other than, to use its reasonable efforts to process payments received in respect of the Receivables in accordance with the terms of this Agreement. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held or should have been held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs Receivable and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files delivery to the successor Servicer of all files and amending this Agreement records concerning the Receivables and a Computer Tape in readable form containing all information necessary to reflect such succession as enable the successor Servicer pursuant to this Section 14.01 service the Receivables and the other property of the Issuer. All Transition Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expensesexpenses and, if not so paid, shall be reimbursable to the successor Servicer, to the extent of Available Funds on each Payment Date, pursuant to the priorities set forth in Section 8.05 of the Indenture; provided, that such payment shall not relieve the predecessor Servicer from the responsibility for making such payment and the Issuer shall be subrogated to the rights of the successor Servicer with respect to such Transition Costs and shall have a direct right to institute proceedings against the predecessor Servicer for such payment. The predecessor Servicer shall grant the Transferor, the Indenture Trustee and the Back-up Servicer reasonable access to the predecessor Servicer's premises, computer files, personnel, records and equipment at the predecessor Servicer's expense. Upon the appointment of the Back-up Servicer as successor Servicer, any arrangements relating to (i) the Lock-Box Account with the Lock-Box Bank, (ii) the Lock-Box or (iii) the Lock-Box Agreement shall be terminated, and the successor Servicer shall direct the Obligors to make all payments under the Receivables directly to a lock-box in the name of the successor Servicer at the predecessor Servicer's expense (in which event the successor Servicer shall process such payments directly). The Indenture Trustee shall send copies of all notices given pursuant to this Section 14.01 to the Noteholders and to the Owner Trustee to forward to the Residual Interest Holders and the Certificateholders. When the Back-up Servicer incurs expenses after the occurrence of an Event of Servicer Default specified in this Section 14.01, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Events of Servicer Default. If While the Servicer or any successor Servicer (other than the Back-up Servicer) is acting as the Servicer hereunder, any one of the following events (shall constitute an "Events Event of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer (x) to deposit, or UAC to deliver to the Collection Account (or to the Indenture Trustee for distribution deposit, to the Noteholders) any proceeds or payment Trust Account any amount required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement or any failure deposited therein by the Servicer that shall continue unremedied for a period of one (1) Business Day or (y) to deliver any to the Indenture Trustee or the Back-up Servicer, the Servicer's Certificate pursuant to Section 8.09 that, in either case, on the related Determination Date that shall continue unremedied for a period of two (2) Business Days or the statement required by Section 8.13 hereof or the report required by Section 8.14 hereof shall not have been delivered within five (5) Business Days after the date such statement or report, as the case may be, is required to be delivered after, in either case, (A) after written notice from either the Owner Trustee, Trustee or the Indenture Trustee or by the Insurer holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer as specified in this Agreement or (B) after actual discovery by an officer of the Servicer; (ii) Failure on the part of the Servicer, and for so long as the Insurer Servicer is not obligated to perform as the Servicer, failure on the part of the Transferor or BVAC, as the case may be, to repurchase a Receivable in default accordance with Sections 7.02, 8.08 or 8.10 hereof and, in the case of its obligations under BVAC pursuant to Section 7.02 hereof and Section 3.03 of the PolicyPurchase Agreement, as the case may be, which failure shall continue unremedied for a period of two (2) Business Days after the same is required to be delivered in accordance with such Sections after, in either case, (A) after written notice from either the Owner Trustee or the Indenture Trustee or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC BVAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or; (iiiii) Failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.09 hereof or, for so long as the Servicer is obligated to perform as the Servicer, failure on the part of the Transferor to observe its covenants and agreements in Article V of the Purchase Agreement; (iv) Failure on the part of the Servicer, and for so long as the Seller Servicer is obligated to perform as the Servicer, failure on the part of the Transferor or UAC BVAC duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller Transferor or UAC, BVAC (as the case may be, ) set forth in this Agreement or the Purchase Agreementany other Basic Document, which failure shall (a) materially and adversely affect the rights of the Certificateholder or the Secured Parties Noteholders and (b) continue unremedied for a period of 60 30 days after the date on which written notice of such failure, failure requiring the same to be remedied, shall have been given (1) to the Servicer, UAC the Transferor or the Seller, BVAC (as the case may be, ) by or the Owner Indenture Trustee, or (2) to the Servicer, the Transferor or BVAC (as the case may be) and to the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes Noteholders evidencing not less than either 25% of the Class A Note Balance or 25% of the aggregate outstanding balance of the Notes; (v) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer (or, so long as the Servicer is obligated to perform as the Servicer, the Transferor or any of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected in a material respect thereby) in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or State, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of BVAC, the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or the commencement of an involuntary case under the federal or State bankruptcy, insolvency or similar laws, as now or hereafter in effect, or another present or future, federal or State bankruptcy, insolvency or similar law with respect to BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) and such case is not dismissed within 60 days; (vi) The commencement by BVAC or the Servicer (or, so long as the Servicer is obligated to perform as the Servicer, the Transferor or any of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected thereby) of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or State, bankruptcy, insolvency or similar law, or the consent by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or of any substantial part of its property or the making by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) of an assignment for the benefit of creditors or the failure by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) generally to pay its debts as such debts become due or the taking of corporate action by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) in furtherance of any of the foregoing; (vii) Any representation, warranty or statement of the Servicer or, for so long as the Servicer is obligated to perform as the Servicer, BVAC or the Transferor made in this Agreement and, with respect to BVAC and the Transferor, the Purchase Agreement, or in each case any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect as of the time when the same shall have been made (excluding, however, any representation or warranty set forth in Section 3.02 of the Purchase Agreement), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, or the Noteholders and, within 60 days after written notice thereof, shall have been given (1) to BVAC, the Servicer or the Transferor (as the case may be) by the Indenture Trustee or (2) to BVAC, the Servicer or the Transferor (as the case may be), and to the Indenture Trustee by the Noteholders evidencing not less than either 25% of the Class A Note Balance or 25% of the aggregate outstanding balance of the Notes, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; or (iiiviii) The the termination of BVAC as servicer following the occurrence of an Insolvency "Event with respect to of Servicer Default" under and as defined in the Trust and Servicing Agreement dated as of February 1, 2005 by and among the depositor, BVAC, the Back-up Servicer; , Deutsche Bank Trust Company Americas and the Owner Trustee as Owner trustee thereunder. If an Event of Servicer Default shall occur and be continuing (and not otherwise waived or cured) then, and in each and every case, so long as an Event of Servicer Default shall not have been remedied, the Insurer (so long as the Insurer is not in default of its obligations under the Policy), or the Indenture Trustee (upon may and, at the direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of the Notes if the Insurer is in default under the Policy)Majority Controlling Noteholders, by notice then given in writing to the Servicer may, shall terminate all of the rights and obligations of the Servicer under this AgreementAgreement upon written notice to Servicer as provided in Section 14.03(a). In additionUpon sending or receiving any such directive or notice, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf of shall promptly send a copy thereof to the Owner Trustee, deliver a notice of termination to the Rating Agencies, the Back-up Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Trustee or the Administratoreach Noteholder, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles Residual Interest Holder and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the InsurerCertificateholder. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer as the Servicer under this Agreement, whether with respect to the Certificate, the Notes Securities or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee (except that the Indenture Trustee may but shall not be required to make Advances) Back-up Servicer or any such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.01; 14.03 hereof and, without limitation, the Back-up Servicer, any such successor Servicer and the Indenture Trustee is are hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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 indorsement of the Receivables and related documents, or otherwiseotherwise provided, however, that the Back-up Servicer shall have no obligation to assume the responsibilities of the Servicer with fewer than forty-five (45) days prior written notice other than, to use its reasonable efforts to process payments received in respect of the Receivables in accordance with the terms of this Agreement. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held or should have been held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs Receivable and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files delivery to the successor Servicer of all files and amending this Agreement records concerning the Receivables and a Computer Tape in readable form containing all information necessary to reflect such succession as enable the successor Servicer pursuant to this Section 14.01 service the Receivables and the other property of the Issuer. All Transition Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expensesexpenses and, if not so paid, shall be reimbursable to the successor Servicer, to the extent of Available Funds on each Payment Date, pursuant to the priorities set forth in Section 8.05 of the Indenture; provided, that such payment shall not relieve the predecessor Servicer from the responsibility for making such payment and the Issuer shall be subrogated to the rights of the successor Servicer with respect to such Transition Costs and shall have a direct right to institute proceedings against the predecessor Servicer for such payment. The predecessor Servicer shall grant the Transferor, the Indenture Trustee and the Back-up Servicer reasonable access to the predecessor Servicer's premises, computer files, personnel, records and equipment at the predecessor Servicer's expense. Upon the appointment of the Back-up Servicer as successor Servicer, any arrangements relating to (i) the Lock-Box Account with the Lock-Box Bank, (ii) the Lock-Box or (iii) the Lock-Box Agreement shall be terminated, and the successor Servicer shall direct the Obligors to make all payments under the Receivables directly to a lock-box in the name of the successor Servicer at the predecessor Servicer's expense (in which event the successor Servicer shall process such payments directly). The Indenture Trustee shall send copies of all notices given pursuant to this Section 14.01 to the Noteholders and to the Owner Trustee to forward to the Residual Interest Holders and the Certificateholders. When the Back-up Servicer incurs expenses after the occurrence of an Event of Servicer Default specified in this Section 14.01, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Events of Servicer Default. If While the Servicer, the Back-up Servicer or any successor Servicer (other than the Standby Servicer) is acting as the Servicer hereunder, any one of the following events (shall constitute an "Events Event of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer (x) to deposit, or UAC to deliver to the Collection Account (or to the Indenture Trustee for distribution deposit, to the Noteholders) any proceeds or payment Trust Account any amount required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement or any failure deposited therein by the Servicer that shall continue unremedied for a period of one Business Day or (y) to deliver any to the Indenture Trustee, the Back-up Servicer, the Standby Servicer or the Insurer the Servicer's Certificate pursuant to Section 8.09 that, in either case, on the related Determination Date that shall continue unremedied for a period of two Business Days or the statement required by Section 8.13 or the report required by Section 8.14 shall not have been delivered within five (5) days after the date such statement or report, as the case may be, is required to be delivered after, in either case, (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC BVAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or (ii) Failure on the part of the Servicer, and for so long as the Seller or UAC duly to observe or Servicer is obligated to perform in any material respect any other covenants or agreements of as the Servicer, failure on the Seller part of the Transferor or UACBVAC, as the case may be, set forth to repurchase a Receivable in this Agreement accordance with Section 7.02, Section 8.08 or Section 8.10 hereof and, in the case of BVAC pursuant to Section 7.02 and Section 3.03 of the Purchase Agreement, which failure shall (a) materially and adversely affect the rights of the Certificateholder or the Secured Parties and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, UAC or the Seller, as the case may be, by which failure shall continue unremedied for a period of two Business Days after the same is required to be delivered in accordance with such Sections after, in either case, (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the NotesNotes is received by the Servicer or BVAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or (iii) Failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.09 or, for so long as the Servicer is obligated to perform as the Servicer, failure on the part of the Transferor to observe its covenants and agreements in Article V of the Purchase Agreement; or (iv) Failure on the part of the Servicer, and for so long as the Servicer is obligated to perform as the Servicer, failure on the part of the Transferor or BVAC duly to observe or to perform any other covenants or agreements of the Servicer, the Transferor or BVAC (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (a) materially and adversely affect the rights of Noteholders or the Insurer and (b) continue unremedied for a period of 30 days after the date on which written notice of such failure requiring the same to be remedied, shall have been given (1) to the Servicer, the Transferor or BVAC (as the case may be) by the Insurer or the Indenture Trustee, or (2) to the Servicer, the Transferor or BVAC (as the case may be), and to the Indenture Trustee and the Insurer by the Noteholders evidencing not less than 25% of the Class A Note Balance; or (v) The occurrence entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer (or, so long as the Servicer is obligated to perform as the Servicer, the Transferor or any of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected in a material respect thereby) in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of BVAC, the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or the commencement of an Insolvency Event involuntary case under the federal or state bankruptcy, insolvency or similar laws, as now or hereafter in effect, or another present or future, federal or state bankruptcy, insolvency or similar law with respect to BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) and such case is not dismissed within 60 days; or (vi) The commencement by BVAC or the Servicer (or, so long as the Servicer is obligated to perform as the Servicer, the Transferor or any of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected thereby) of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or of any substantial part of its property or the making by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) of an assignment for the benefit of creditors or the failure by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) generally to pay its debts as such debts become due or the taking of corporate action by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) in furtherance of any of the foregoing; or (vii) Any representation, warranty or statement of the Servicer or, for so long as the Servicer is obligated to perform as the Servicer, BVAC or the Transferor made in this Agreement and, with respect to BVAC and the Transferor, the Purchase Agreement, or in each case any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect as of the time when the same shall have been made (excluding, however, any representation or warranty set forth in Section 3.02 of the Purchase Agreement), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Insurer or the Noteholders and, within 60 days after written notice thereof shall have been given (1) to BVAC, the Servicer or the Transferor (as the case may be) by the Indenture Trustee or the Insurer or (2) to BVAC, the Servicer or the Transferor (as the case may be), and to the Indenture Trustee and the Insurer by the Noteholders evidencing not less than 25% of the Class A Note Balance, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; or (viii) An Insurance Agreement Event of Default has occurred; or (ix) A claim is made under the Policy; or (x) So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 8.04 hereof; or (xi) the occurrence of a "Servicer Default" under and as defined in any sale and servicing agreement, pooling and servicing agreement or any similar agreement with respect to which (x) BVAC or any of its Affiliates is designated as servicer, sub-servicer, back-up servicer or any similar capacity (irrespective of whether it is then acting in such capacity) and (y) the Insurer has issued a financial guaranty insurance policy relating to one or more classes of securities issued under or otherwise relating to such agreement. If a Servicer Default shall occur and be continuing then, and in each and every case, so long as an Event the Indenture Trustee shall, (x) at the direction of Servicer Default shall not have been remedied, the Insurer (in its sole and absolute discretion, so long as the Insurer is not in default of its obligations under the Policy)Controlling Party, or (y) at the direction of the Indenture Trustee (upon Trustee, at the direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of Majority Noteholders, if an Insurer Default has occurred and is continuing or the Notes if the Insurer is in default under the Policy)Insurance Agreement has terminated, by notice then given in writing to the Servicer may(and to the Indenture Trustee if given by the Noteholders or the Insurer) or (z) upon the Insurer's failure to deliver a Servicer Extension Notice pursuant to Section 8.04 hereof (so long as the Insurance Agreement has not terminated), terminate all of the rights and obligations of the Servicer under this Agreement. In additionUpon sending or receiving any such notice, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf of shall promptly send a copy thereof to the Owner Trustee, deliver a notice of termination to the Rating Agencies, the Insurer (so long as the Insurer is the Controlling Party), the Back-up Servicer, the Standby Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurereach Noteholder. On or after the receipt by the Servicer of such written noticenotice (unless otherwise directed by the Insurer and subject to Section 14.03(a)), all authority and power of the Servicer as the Servicer under this Agreement, whether with respect to the Certificate, the Notes Securities or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee (except that the Indenture Trustee may but shall not be required to make Advances) Standby Servicer or any such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.0114.03; and, without limitation, the Standby Servicer any such successor Servicer and the Indenture Trustee is are hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held or should have been held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs Receivable and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files delivery to the successor Servicer of all files and amending this Agreement records concerning the Receivable and a Computer Tape in readable form containing all information necessary to reflect such succession as enable the successor Servicer pursuant to this Section 14.01 service the Receivables and the other property of the Issuer. All Transition Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expensesexpenses and, if not so paid, shall be reimbursable to the successor Servicer, to the extent of Available Funds on each Payment Date, pursuant to the priorities set forth in Section 9.05(a) of the Indenture; provided, that such payment shall not relieve the predecessor Servicer from the responsibility for making such payment and the Issuer shall be subrogated to the rights of the successor Servicer with respect to such Transition Costs and shall have a direct right to institute proceedings against the Servicer for such payment. The predecessor Servicer shall grant the Transferor, the Indenture Trustee, the Standby Servicer, the Back-up Servicer and the Insurer reasonable access to the predecessor Servicer's premises, computer files, personnel, records and equipment at the predecessor Servicer's expense. If requested by the Insurer (so long as it is the Controlling Party), the Standby Servicer or any other successor Servicer shall terminate any arrangements relating to (i) the Lock-Box Account with the Lock-Box Bank, (ii) the Lock-Box or (iii) the Lock-Box Agreement, and direct the Obligors to make all payments under the Receivables directly to the Servicer at the predecessor Servicer's expense (in which event the successor Servicer shall process such payments directly, or, through a Lock-Box Account with a Lock- Box Bank at the dixxxxxxx xx xxx Xxxxxxx). Xxx Xxxxxxxxx Xxxxxxx xxxxx xxxx xxpies of all notices given pursuant to this Section 14.01 to the Insurer so long as no Insurer Default shall have occurred and be continuing, and to the Noteholders if an Insurer Default shall have occurred and be continuing.

Events of Servicer Default. If any one of the following events ("Events of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer or UAC to deliver to the Collection Account (or to the Indenture Trustee for distribution to the Noteholders) any proceeds or payment required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement Agreements or any failure by the Servicer to deliver any Servicer's Certificate pursuant to Section 8.09 that, in either case, shall continue unremedied for a period of two Business Days (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or (ii) Failure on the part of the Servicer, the Seller or UAC duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller or UAC, as the case may be, set forth in this Agreement or the Purchase AgreementAgreements, which failure shall (a) materially and adversely affect the rights of the Certificateholder or the Secured Parties and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, UAC or the Seller, as the case may be, by the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes; or (iii) The occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as an Event of Servicer Default shall not have been remedied, the Insurer (so long as the Insurer is not in default of its obligations under the Policy), or the Indenture Trustee (upon direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of the Notes if the Insurer is in default under the Policy), by notice then given in writing to the Servicer may, terminate all of the rights and obligations of the Servicer under this Agreement. In addition, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, deliver a notice of termination to the Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificate, the Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee (except that the Indenture Trustee may but shall not be required to make Advances) or such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 14.01 Transition Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Events of Servicer Default. If While the Servicer or any successor Servicer (other than the Back-up Servicer) is acting as the Servicer hereunder, any one of the following events ("Events shall constitute an “Event of Servicer Default") shall occur and be continuing”: (i) Any failure by the Servicer (x) to deposit, or UAC to deliver to the Collection Account (or to the Indenture Trustee for distribution deposit, to the Noteholders) any proceeds or payment Trust Account any amount required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement or any failure deposited therein by the Servicer that shall continue unremedied for a period of one (1) Business Day or (y) to deliver any to the Indenture Trustee, the Back-up Servicer or the Insurer the Servicer's ’s Certificate pursuant to Section 8.09 that, in either case, on the related Determination Date that shall continue unremedied for a period of two (2) Business Days or the statement required by Section 8.13 hereof or the report required by Section 8.14 hereof shall not have been delivered within five (5) days after the date such statement or report, as the case may be, is required to be delivered after, in either case, (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer as specified in this Agreement or (B) after actual discovery by an officer of the Servicer; (ii) Failure on the part of the Servicer, and for so long as the Servicer is obligated to perform as the Servicer, failure on the part of the Transferor or BVAC, as the case may be, to repurchase a Receivable in accordance with Sections 7.02, 8.08 or 8.10 hereof and, in the case of BVAC pursuant to Section 7.02 hereof and Section 3.03 of the Purchase Agreement, as the case may be, which failure shall continue unremedied for a period of two (2) Business Days after the same is required to be delivered in accordance with such Sections after, in either case, (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC BVAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or; (iiiii) Failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.09 hereof or, for so long as the Servicer is obligated to perform as the Servicer, failure on the part of the Transferor to observe its covenants and agreements in Article V of the Purchase Agreement; (iv) Failure on the part of the Servicer, and for so long as the Seller Servicer is obligated to perform as the Servicer, failure on the part of the Transferor or UAC BVAC duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller Transferor or UAC, BVAC (as the case may be, ) set forth in this Agreement or the Purchase Agreementany other Basic Document, which failure shall (a) materially and adversely affect the rights of the Certificateholder Noteholders or the Secured Parties Insurer and (b) continue unremedied for a period of 60 30 days after the date on which written notice of such failure, failure requiring the same to be remedied, shall have been given (1) to the Servicer, UAC the Transferor or the Seller, BVAC (as the case may be, ) by the Owner Insurer or the Indenture Trustee, or (2) to the Servicer, the Transferor or BVAC (as the case may be) and to the Indenture Trustee or and the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes Noteholders evidencing not less than 25% of the aggregate outstanding balance Class A Note Balance; (v) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Notes; Servicer (or (iii) The occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as an Event of the Servicer Default shall not have been remediedis obligated to perform as the Servicer, the Insurer Transferor or any of the Servicer’s other Affiliates, if the Servicer’s ability to service the Receivables is adversely affected in a material respect thereby) in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or State, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of BVAC, the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or the commencement of an involuntary case under the federal or State bankruptcy, insolvency or similar laws, as now or hereafter in effect, or another present or future, federal or State bankruptcy, insolvency or similar law with respect to BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) and such case is not dismissed within 60 days; (vi) The commencement by BVAC or the Servicer (or, so long as the Insurer Servicer is not in default obligated to perform as the Servicer, the Transferor or any of its obligations the Servicer’s other Affiliates, if the Servicer’s ability to service the Receivables is adversely affected thereby) of a voluntary case under the Policy)federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or State, bankruptcy, insolvency or similar law, or the consent by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or of any substantial part of its property or the making by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) of an assignment for the benefit of creditors or the failure by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) generally to pay its debts as such debts become due or the taking of corporate action by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) in furtherance of any of the foregoing; (vii) Any representation, warranty or statement of the Servicer or, for so long as the Servicer is obligated to perform as the Servicer, BVAC or the Transferor made in this Agreement and, with respect to BVAC and the Transferor, the Purchase Agreement, or in each case any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect as of the time when the same shall have been made (excluding, however, any representation or warranty set forth in Section 3.02 of the Purchase Agreement), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Insurer or the Noteholders and, within 60 days after written notice thereof, shall have been given (1) to BVAC, the Servicer or the Transferor (as the case may be) by the Indenture Trustee or the Insurer or (upon direction 2) to do so BVAC, the Servicer or the Transferor (as the case may be), and to the Indenture Trustee and the Insurer by the holders of Notes Noteholders evidencing not less than 25% of the outstanding principal balance Class A Note Balance, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; (viii) An Insurance Agreement Event of Default has occurred; or (ix) A claim is made under the Policy. If an Event of Servicer Default shall occur and be continuing (and not otherwise waived or cured) then, in each and every case, the Indenture Trustee shall, (x) at the direction of the Notes if Insurer, in its sole and absolute discretion, so long as the Insurer is the Controlling Party or (y) at the direction of the Majority Noteholders, in default under the Policy), by notice then given in writing event the Insurer ceases to be the Servicer mayControlling Party, terminate all of the rights and obligations of the Servicer under this AgreementAgreement upon written notice to Servicer as provided in Section 14.03(a). In additionUpon sending or receiving any such directive or notice, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf of shall promptly send a copy thereof to the Owner Trustee, deliver a notice of termination to the Rating Agencies, the Insurer (so long as the Insurer is the Controlling Party), the Back-up Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurereach Noteholder. On or after the receipt by the Servicer of such written noticenotice (unless otherwise directed by the Insurer and subject to Section 14.03(a) hereof), all authority and power of the Servicer as the Servicer under this Agreement, whether with respect to the Certificate, the Notes Securities or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee (except that the Indenture Trustee may but shall not be required to make Advances) Back-up Servicer or any such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.0114.03 hereof; and, without limitation, the Back-up Servicer, any such successor Servicer and the Indenture Trustee is are hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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 indorsement of the Receivables and related documents, or otherwiseotherwise provided, however, that the Back-up Servicer shall have no obligation to assume the responsibilities of the Servicer with fewer than forty-five (45) days prior written notice other than, during an Insurer Default, to use its reasonable efforts to process payments received in respect of the Receivables in accordance with the terms of this Agreement. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held or should have been held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs Receivable and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files delivery to the successor Servicer of all files and amending this Agreement records concerning the Receivables and a Computer Tape in readable form containing all information necessary to reflect such succession as enable the successor Servicer pursuant to this Section 14.01 service the Receivables and the other property of the Issuer. All Transition Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expensesexpenses and, if not so paid, shall be reimbursable to the successor Servicer, to the extent of Available Funds on each Payment Date, pursuant to the priorities set forth in Section 8.05 of the Indenture; provided, that such payment shall not relieve the predecessor Servicer from the responsibility for making such payment and the Issuer shall be subrogated to the rights of the successor Servicer with respect to such Transition Costs and shall have a direct right to institute proceedings against the predecessor Servicer for such payment. The predecessor Servicer shall grant the Transferor, the Indenture Trustee, the Back-up Servicer and the Insurer reasonable access to the predecessor Servicer’s premises, computer files, personnel, records and equipment at the predecessor Servicer’s expense. Upon the appointment of the Back-up Servicer as successor Servicer, any arrangements relating to (i) the Lock-Box Account with the Lock-Box Bank, (ii) the Lock-Box or (iii) the Lock-Box Agreement shall be terminated, and the successor Servicer shall direct the Obligors to make all payments under the Receivables directly to a lock-box in the name of the successor Servicer at the predecessor Servicer’s expense (in which event the successor Servicer shall process such payments directly). The Indenture Trustee shall send copies of all notices given pursuant to this Section 14.01 to the Insurer so long as the Insurer is the Controlling Party and to the Noteholders in the event that the Insurer ceases to be the Controlling Party. When the Back-up Servicer incurs expenses after the occurrence of an Event of Servicer Default specified in this Section 14.01, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Events of Servicer Default. If any one of the following events ("Events of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer or UAC United Fidelity to deliver to the Collection Account (or to the Indenture Trustee for distribution to the Noteholders) any proceeds or payment required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement or any failure by the Servicer to deliver any Servicer's Certificate pursuant to Section 8.09 that, in either case, shall continue unremedied for a period of two Business Days (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC United Fidelity as specified in this Agreement or (B) after discovery by an officer of the Servicer; or (ii) Failure on the part of the Servicer, the Seller or UAC United Fidelity duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller or UACUnited Fidelity, as the case may be, set forth in this Agreement or the Purchase Agreement, which failure shall (a) materially and adversely affect the rights of the Certificateholder or the Secured Parties and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, UAC United Fidelity or the Seller, as the case may be, by the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes; or (iii) The occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as an Event of Servicer Default shall not have been remedied, the Insurer (so long as the Insurer is not in default of its obligations under the Policy), or the Indenture Trustee (upon direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of the Notes if the Insurer is in default under the Policy), by notice then given in writing to the Servicer may, terminate all of the rights and obligations of the Servicer under this Agreement. In addition, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, deliver a notice of termination to the Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.0213.02; (B) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificate, the Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee (except that the Indenture Trustee may but shall not be required to make Advances) or such successor Servicer as may be appointed under Section 14.02 13.02 pursuant to and under this Section 14.0113.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 14.01 13.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Events of Servicer Default. If any one of the following events ("Events of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer or UAC to deliver to the Collection Account (or to the Indenture Trustee for distribution to the Noteholders) any proceeds or payment required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement or any failure by the Servicer to deliver any Servicer's Certificate pursuant to Section 8.09 that, in either case, shall continue unremedied for a period of two Business Days (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or (ii) Failure on the part of the Servicer, the Seller or UAC duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller or UAC, as the case may be, set forth in this Agreement or the Purchase Agreement, which failure shall (a) materially and adversely affect the rights of the Certificateholder or the Secured Parties and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, UAC or the Seller, as the case may be, by the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes; or (iii) The occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as an Event of Servicer Default shall not have been remedied, the Insurer (so long as the Insurer is not in default of its obligations under the Policy), or the Indenture Trustee (upon direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of the Notes if the Insurer is in default under the Policy), by notice then given in writing to the Servicer may, terminate all of the rights and obligations of the Servicer under this Agreement. In addition, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, deliver a notice of termination to the Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificate, the Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee (except that the Indenture Trustee may but shall not be required to make Advances) or such successor Servicer as may be appointed under Section 14.02 pursuant to and 44 under this Section 14.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 14.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Events of Servicer Default. If While the Servicer, the Back-up Servicer or any successor Servicer (other than the Standby Servicer) is acting as the Servicer hereunder, any one of the following events (shall constitute an "Events Event of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer (x) to deposit, or UAC to deliver to the Collection Account (or to the Indenture Trustee for distribution deposit, to the Noteholders) any proceeds or payment Trust Account any amount required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement or any failure deposited therein by the Servicer that shall continue unremedied for a period of one (1) Business Day or (y) to deliver any to the Indenture Trustee, the Back-up Servicer, the Standby Servicer or the Insurer the Servicer's Certificate pursuant to Section 8.09 that, in either case, on the related Determination Date that shall continue unremedied for a period of two (2) Business Days or the statement required by Section 8.13 or the report required by Section 8.14 TRUST AND SERVICING AGREEMENT shall not have been delivered within five (5) days after the date such statement or report, as the case may be, is required to be delivered after, in either case, (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer as specified in this Agreement or (B) after discovery by an officer of the Servicer; (ii) Failure on the part of the Servicer, and for so long as the Servicer is obligated to perform as the Servicer, failure on the part of the Transferor or BVAC, as the case may be, to repurchase a Receivable in accordance with Section 7.02, Section 8.08 or Section 8.10 hereof and, in the case of BVAC pursuant to Section 7.02 and Section 3.03 of the Purchase Agreement, as the case may be, which failure shall continue unremedied for a period of two (2) Business Days after the same is required to be delivered in accordance with such Sections after, in either case, (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC BVAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or; (iiiii) Failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.09 or, for so long as the Servicer is obligated to perform as the Servicer, failure on the part of the Transferor to observe its covenants and agreements in Article V of the Purchase Agreement; (iv) Failure on the part of the Servicer, and for so long as the Seller Servicer is obligated to perform as the Servicer, failure on the part of the Transferor or UAC BVAC duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller Transferor or UAC, BVAC (as the case may be, ) set forth in this Agreement or the Purchase Agreementany other Basic Document, which failure shall (a) materially and adversely affect the rights of the Certificateholder Noteholders or the Secured Parties Insurer and (b) continue unremedied for a period of 60 30 days after the date on which written notice of such failure, failure requiring the same to be remedied, shall have been given (1) to the Servicer, UAC the Transferor or the Seller, BVAC (as the case may be, ) by the Owner Insurer or the Indenture Trustee, or (2) to the Servicer, the Transferor or BVAC (as the case may be), and to the Indenture Trustee or and the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes Noteholders evidencing not less than 25% of the aggregate outstanding balance Class A Note Balance; (v) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the NotesServicer (or, so long as the Servicer is obligated to perform as the Servicer, the Transferor or any of the Servicer's other Affiliates, if the Servicer's ability to service the TRUST AND SERVICING AGREEMENT 80 Receivables is adversely affected in a material respect thereby) in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of BVAC, the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or the commencement of an involuntary case under the federal or state bankruptcy, insolvency or similar laws, as now or hereafter in effect, or another present or future, federal or state bankruptcy, insolvency or similar law with respect to BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) and such case is not dismissed within 60 days; (vi) The commencement by BVAC or the Servicer (or, so long as the Servicer is obligated to perform as the Servicer, the Transferor or any of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected thereby) of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) or of any substantial part of its property or the making by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) of an assignment for the benefit of creditors or the failure by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) generally to pay its debts as such debts become due or the taking of corporate action by BVAC or the Servicer (or the Transferor or any other Affiliate of BVAC, if applicable) in furtherance of any of the foregoing; (vii) Any representation, warranty or statement of the Servicer or, for so long as the Servicer is obligated to perform as the Servicer, BVAC or the Transferor made in this Agreement and, with respect to BVAC and the Transferor, the Purchase Agreement, or in each case any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect as of the time when the same shall have been made (excluding, however, any representation or warranty set forth in Section 3.02 of the Purchase Agreement), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Insurer or the Noteholders and, within 60 days after written notice thereof, shall have been given (1) to BVAC, the Servicer or the Transferor (as the case may be) by the Indenture Trustee or the Insurer or (2) to BVAC, the Servicer or the Transferor (as the case may be), and to the Indenture TRUST AND SERVICING AGREEMENT 81 Trustee and the Insurer by the Noteholders evidencing not less than 25% of the Class A Note Balance, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; (viii) An Insurance Agreement Event of Default has occurred; (ix) A claim is made under the Policy; (x) So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 8.04 hereof; or (iiixi) The occurrence of an Insolvency Event a "Servicer Default" under and as defined in any sale and servicing agreement, pooling and servicing agreement or any similar agreement with respect to which (x) BVAC or any of its Affiliates is designated as servicer, sub-servicer, back up servicer or any similar capacity (irrespective of whether it is then acting in such capacity) and (y) the Servicer; Insurer has issued a financial guaranty insurance policy relating to one or more classes of securities issued under or otherwise relating to such agreement. If a Servicer Default shall occur and be continuing then, and in each and every case, so long as an Event the Indenture Trustee shall, (x) at the direction of Servicer Default shall not have been remedied, the Insurer (in its sole and absolute discretion, so long as the Insurer is not in default of its obligations under the Policy)Controlling Party, or (y) at the Indenture Trustee (upon direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of Majority Noteholders, if an Insurer Default has occurred and is continuing or the Notes if the Insurer is in default under the Policy)Insurance Agreement has terminated, by notice then given in writing to the Servicer may(and to the Indenture Trustee if given by the Noteholders or the Insurer) or (z) upon the Insurer's failure to deliver a Servicer Extension Notice pursuant to Section 8.04 hereof (so long as the Insurance Agreement has not terminated), terminate all of the rights and obligations of the Servicer under this Agreement. In additionUpon sending or receiving any such notice, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf of shall promptly send a copy thereof to the Owner Trustee, deliver a notice of termination to the Rating Agencies, the Insurer (so long as the Insurer is the Controlling Party), the Back-up Servicer, the Standby Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurereach Noteholder. On or after the receipt by the Servicer of such written noticenotice (unless otherwise directed by the Insurer and subject to Section 14.03(a)), all authority and power of the Servicer as the Servicer under this Agreement, whether with respect to the Certificate, the Notes Securities or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee (except that the Indenture Trustee may but shall not be required to make Advances) Standby Servicer or any such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.0114.03; and, without limitation, the Standby Servicer, any such successor Servicer and the Indenture Trustee is are hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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, or otherwiseotherwise provided, however, that the Standby Servicer or the Back-up Servicer shall have no obligation to assume the responsibilities of the Servicer with fewer than thirty (30) days prior written notice other than, during an Insurer Default, to use its reasonable best efforts to process payments received in respect of the Receivables in accordance with the terms of this Agreement. The predecessor Servicer shall TRUST AND SERVICING AGREEMENT cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held or should have been held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs Receivable and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files delivery to the successor Servicer of all files and amending this Agreement records concerning the Receivables and a Computer Tape in readable form containing all information necessary to reflect such succession as enable the successor Servicer pursuant to this Section 14.01 service the Receivables and the other property of the Issuer. All Transition Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expensesexpenses and, if not so paid, shall be reimbursable to the successor Servicer, to the extent of Available Funds on each Payment Date, pursuant to the priorities set forth in Section 8.05(a) of the Indenture; provided, that such payment shall not relieve the predecessor Servicer from the responsibility for making such payment and the Issuer shall be subrogated to the rights of the successor Servicer with respect to such Transition Costs and shall have a direct right to institute proceedings against the predecessor Servicer for such payment. The predecessor Servicer shall grant the Transferor, the Indenture Trustee, the Standby Servicer, the Back-up Servicer and the Insurer reasonable access to the predecessor Servicer's premises, computer files, personnel, records and equipment at the predecessor Servicer's expense. If requested by the Insurer (so long as it is the Controlling Party), the Standby Servicer or any other successor Servicer shall terminate any arrangements relating to (i) the Lock-Box Account with the Lock-Box Bank, (ii) the Lock-Box or (iii) the Lock-Box Agreement, and direct the Obligors to make all payments under the Receivables directly to the Servicer at the predecessor Servicer's expense (in which event the successor Servicer shall process such payments directly, or, through a Lock-Box Account with a Lock-Box Bank at the direction of the Insurer). The Indenture Trustee shall send copies of all notices given pursuant to this Section 14.01 to the Insurer so long as no Insurer Default shall have occurred and be continuing, and to the Noteholders if an Insurer Default shall have occurred and be continuing. When the Standby Servicer or the Back-up Servicer incurs expenses after the occurrence of an Event of Servicer Default specified in this Section 14.01, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Events of Servicer Default. If any one of the following events ("Events of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer or UAC to deliver to the Collection Account (or to the Indenture Trustee for distribution to the Noteholders) any proceeds or payment required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement Agreements or any failure by the Servicer to deliver any Servicer's Certificate pursuant to Section 8.09 that, in either case, shall continue unremedied for a period of two Business Days (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or (ii) Failure on the part of the Servicer, the Seller or UAC duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller or UAC, as the case may be, set forth in this Agreement or the Purchase AgreementAgreements, which failure shall (a) materially and adversely affect the rights of the Certificateholder or the Secured Parties and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, UAC or the Seller, as the case may be, by the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes; or (iii) The occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as an Event of Servicer Default shall not have been remedied, the Insurer (so long as the Insurer is not in default of its obligations under the Policy), or the Indenture Trustee (upon direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of the Notes if the Insurer is in default under the Policy), by notice then given in writing to the Servicer may, terminate all of the rights and obligations of the Servicer under this Agreement. In addition, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, deliver a notice of termination to the Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificate, the Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee (except that the Indenture Trustee may but shall not be required to make Advances) or such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 14.01 Transition Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Events of Servicer Default. If any (a) In case one or more of the following events ("Events of Servicer Default") Default by the Servicer shall occur and be continuing, that is to say, with respect to a Group: (i) Any (A) an Event of Nonpayment which continues unremedied for a period of one (1) Business Day after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Indenture Trustee, to the Servicer and the Indenture Trustee by the Note Insurer or to the Servicer, the Indenture Trustee and the Note Insurer by any Noteholder and, in the case of an Event of Nonpayment described in clause (i) or (ii) of the definition thereof, the insufficiency referred to in such clause (i) or (ii) does not result from a failure by the Note Insurer to perform in accordance with the terms of this Agreement with respect to such Group or the Note Insurance Policy or a failure by the Indenture Trustee to perform in accordance with this Agreement with respect to such Group; (B) the failure by the Servicer or UAC to deliver make any required Servicing Advance with respect to a Group, to the Collection Account extent such failure materially and adversely affects the interest of the Note Insurer or the related Noteholders and which continues unremedied for a period of 20 days after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Indenture Trustee, to the Servicer and the Indenture Trustee by the Note Insurer or to the Servicer, the Indenture Trustee and the Note Insurer by any Noteholder; (C) the failure by the Servicer to make any required Monthly Advance to the extent of the full amount of the related Class A Interest Remittance Amount; or (D) any other failure by the Servicer to remit to the related Securityholders, or to the Indenture Trustee for distribution to the Noteholders) benefit of the related Securityholders, any proceeds or payment required to be so delivered made by the Servicer under the terms of this Agreement, to the Indenture, this Agreement extent such failure materially and adversely affects the interest of the Note Insurer or the Purchase Agreement or any failure by the Servicer to deliver any Servicer's Certificate pursuant to Section 8.09 that, in either case, shall continue Securityholders and which continues unremedied for a period of two Business Days (A) 20 days after the date upon which written notice from either of such failure requiring the Owner same to be remedied shall have been given to the Servicer by the Indenture Trustee, to the Servicer and the Indenture Trustee by the Note Insurer or to the Servicer, the Indenture Trustee or and the Note Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC as specified in this Agreement or (B) after discovery by an officer of the Servicerany Securityholder; or (ii) Failure on failure by the part of the Servicer, the Seller or UAC Servicer duly to observe or to perform perform, in any material respect respect, any other covenants covenants, obligations or agreements of the Servicer, the Seller or UAC, Servicer as the case may be, set forth in this Agreement or the Purchase Agreementherein, which failure shall (a) materially and adversely affect the rights of the Certificateholder or the Secured Parties and (b) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, UAC or the Seller, as the case may be, Servicer by the Owner Indenture Trustee, to the Servicer and the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% Note Insurer or any related Securityholder with the consent of the aggregate outstanding balance of the NotesNote Insurer; or (iii) The occurrence a decree or order of an Insolvency Event with respect a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days; or (iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of the Servicer's property, which appointment shall continue unremedied for a period of 30 days after the Servicer has received notice of such default; or (v) the Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations, any of which shall continue unremedied for a period of 30 days after the Servicer has received notice of such default. (b) then, and in each and every case, such case so long as an such Event of Servicer Default shall not have been remedied, (x) in the case solely of clause (i)(C) above, if such Monthly Advance is not made by 4:00 p.m. Chicago time on the Determination Date, the Indenture Trustee, upon receipt of written notice or discovery by a Responsible Officer of such failure, shall give immediate telephonic notice of such failure to a Servicing Officer of the Servicer and, unless such failure is cured, either by receipt of payment or receipt of evidence satisfactory to the Note Insurer (so long as e.g., a wire reference number communicated by the sending bank; the Note Insurer is not in default of its obligations under the Policy), or shall notify the Indenture Trustee (upon direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of the Notes if the Note Insurer is in default under the Policyreceives satisfactory evidence that such funds have been sent), by 12:00 Noon New York City time on the following Business Day, the Indenture Trustee, or a successor servicer appointed in accordance with Section 10.02, shall immediately make such Monthly Advance and assume, pursuant to Section 10.02, the duties of a successor Servicer with respect to such Group, and (y) in the case of clauses (i)(A), (i)(B), (i)(D), (ii), (iii), (iv) and (v) above, the Majority Noteholders of the related Group(s) affected by such Event of Servicer Default, by notice then given in writing to the Servicer and a Responsible Officer of the Indenture Trustee and subject to the prior written consent of the Note Insurer, which consent may not be unreasonably withheld, may, terminate in addition to whatever rights such Noteholders may have at law or equity to damages, including injunctive relief and specific performance, commence termination of all of the rights and obligations of the Servicer under this Agreement. In addition, if a Trigger hereunder with respect to the Group(s) affected by such Event (as defined of Servicer Default and in and to the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Trustee or the Administrator, on behalf Mortgage Loans of the Owner TrusteeGroup(s) affected by such Event of Servicer Default and the proceeds thereof, deliver a notice of termination to the Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurerservicer. On or after the Upon receipt by the Servicer of such a second written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificate, the Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee notice (except that the Indenture Trustee may but shall not be required relative to make Advances) or such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs and expenses clause (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 14.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.i)(C)

Events of Servicer Default. If any one of the following events ("Events of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer or UAC to deliver to the Collection Account (or to the Indenture Trustee for distribution to the Noteholders) any proceeds or payment required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement or any failure by the Servicer to deliver any Servicer's Certificate pursuant to Section 8.09 that, in either case, shall continue unremedied for a period of two Business Days (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or (ii) Failure on the part of the Servicer, the Seller or UAC duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller or UAC, as the case may be, set forth in this Agreement or the Purchase Agreement, which failure shall (a) materially and adversely affect the rights of the Certificateholder Certificateholders or the Secured Parties and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, UAC or the Seller, as the case may be, by the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes; or (iii) The occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as an Event of Servicer Default shall not have been remedied, the Insurer (so long as the Insurer is not in default of its obligations under the Policy), or the Indenture Trustee (upon direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of the Notes if the Insurer is in default under the Policy), by notice then given in writing to the Servicer may, terminate all of the rights and obligations of the Servicer under this Agreement. In addition, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Owner Trustee or the Administrator, on behalf of the Owner Trustee, deliver a notice of termination to the Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Owner Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Owner Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the CertificateCertificates, the Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Owner Trustee (except that the Indenture Owner Trustee may but shall not be required to make Advances) or such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.01; and, without limitation, the Indenture Owner Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 14.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Events of Servicer Default. If any one of the following events ("Events of Servicer Default") shall occur and be continuing: (i) Any failure by the Servicer or UAC BVAC to deliver to the Collection Account (or to the Indenture Trustee for distribution to the Noteholders) any proceeds or payment required to be so delivered under the terms of the Indenture, this Agreement or the Purchase Agreement or any failure by the Servicer to deliver any Servicer's Certificate pursuant to Section 8.09 that, in either case, shall continue unremedied for a period of two Business Days (A) after written notice from either the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes is received by the Servicer or UAC BVAC as specified in this Agreement or (B) after discovery by an officer of the Servicer; or (ii) Failure on the part of the Servicer, the Seller or UAC BVAC duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, the Seller or UACBVAC, as the case may be, set forth in this Agreement or the Purchase Agreement, which failure shall (a) materially and adversely affect the rights of the Certificateholder Certificateholders or the Secured Parties and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, UAC BVAC or the Seller, as the case may be, by the Owner Trustee, the Indenture Trustee or the Insurer (so long as the Insurer is not in default of its obligations under the Policy) or by the holders of Notes evidencing not less than 25% of the aggregate outstanding balance of the Notes; or (iii) The occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as an Event of Servicer Default shall not have been remedied, the Insurer (so long as the Insurer is not in default of its obligations under the Policy), or the Indenture Trustee (upon direction to do so by the holders of Notes evidencing not less than 25% of the outstanding principal balance of the Notes if the Insurer is in default under the Policy), by notice then given in writing to the Servicer may, terminate all of the rights and obligations of the Servicer under this Agreement. In addition, if a Trigger Event (as defined in the Insurance Agreement) shall have occurred, the Insurer may (A) require that the Indenture Owner Trustee or the Administrator, on behalf of the Owner Trustee, deliver a notice of termination to the Servicer and appoint a successor Servicer designated by the Insurer in such notice pursuant to Section 14.02; (B) require that the Indenture Owner Trustee or the Administrator, on behalf of the Owner Trustee, amend certificates of title relating to the Financed Vehicles and take other actions to identify the Indenture Trustee (on behalf of the Secured Parties) as the new secured party on such certificates of title; (C) as provided in the Insurance Agreement, require that the Servicer or successor Servicer or the Indenture Owner Trustee instruct Obligors in respect of the Receivables to remit payment on the Receivable directly to the Owner Trustee or a separate account established exclusively for the Trust; and (D) as provided in the Insurance Agreement, compel transfer by the Servicer of all Receivables Files and, if applicable, certain rights in respect of servicing systems assets to the Insurer or to the successor Servicer designated by the Insurer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the CertificateCertificates, the Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Owner Trustee (except that the Indenture Owner Trustee may but shall not be required to make Advances) or such successor Servicer as may be appointed under Section 14.02 pursuant to and under this Section 14.01; and, without limitation, the Indenture Owner Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 14.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.