Common use of Indenture Trustee to Act; Appointment of Successor Clause in Contracts

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.027.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of this Agreement the initial Servicer in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Pooling and Servicing AgreementServicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, a successor (i) bank or other mortgage loan or home equity loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; PROVIDED that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation ). The appointment of a successor Servicer shall be in excess not affect any liability of that permitted the predecessor Servicer which may have arisen under this Servicing Agreement and prior to its termination as Servicer (including, without limitation, the Pooling and Servicing Agreementobligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (b) Any successor, including the Indenture Trustee from amounts on behalf of the Noteholders, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the Trust Estateperformance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Mortgage Collateral holders, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.027.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of this Agreement the initial Servicer in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Pooling and Servicing AgreementServicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, a successor (i) bank or other mortgage loan or home equity loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; provided that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation ). The appointment of a successor Servicer shall be in excess not affect any liability of that permitted the predecessor Servicer which may have arisen under this Servicing Agreement and prior to its termination as Servicer (including, without limitation, the Pooling and Servicing Agreementobligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (b) Any successor, including the Indenture Trustee from amounts on behalf of the Noteholders, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the Trust Estateperformance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Mortgage Collateral holders, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (1) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreementherein, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions of this Agreement hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Pooling and Servicing AgreementMaster Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesact hereunder. Notwithstanding the aboveabove and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to actat least [__]% of the Voting Rights so request in writing to the Indenture Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, a successor (i) an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables[__________], as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement Servicing Agreement. The Indenture Trustee or other successor master servicer shall be entitled to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the Pooling completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. (2) No appointment of a successor to the Master Servicer under this Servicing AgreementAgreement shall be effective until the assumption by the successor of all of the Master Servicer's responsibilities, duties and liabilities hereunder. In connection with such appointment and assumptionassumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under this Agreement and the Pooling and Servicing Agreementas such hereunder. The Depositor, the Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the Pending appointment of a successor to the Master Servicer will be paid by under this Servicing Agreement, the Indenture Trustee from amounts shall act in the Trust Estatesuch capacity as hereinabove provided.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer and custodian under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreementother Basic Documents, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer and Custodian by the terms and provisions of this Agreement and the Pooling other Basic Documents; provided, however, that if the Backup Servicer satisfies the criteria for a successor servicer specified below, the Indenture Trustee shall promptly appoint the Backup Servicer as the successor Servicer; provided, further, that the predecessor Servicer shall remain liable for, and Servicing Agreementthe successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, further, that NFC shall remain liable for all such indemnification obligations of the Servicer without regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee or the Backup Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including including, but not limited to, the Basic Total Servicing Fee, Investment Earnings Fee and Supplemental Servicing Fees. Notwithstanding the above, if the Indenture Trustee does not appoint the Backup Servicer as the successor servicer then the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000100,000,000 or whose majority owner is, either directly or indirectly, a Person having a net worth on a consolidated basis of not less than $100,000,000 and (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivablesreceivables of the type included in the Collateral, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation Upon termination of the Servicer and the after appointment of a successor Servicer, the Servicer will be paid shall reasonably cooperate with such successor Servicer to notify all Obligors to cease remitting payments to bank accounts and lock boxes controlled by the Indenture Trustee Servicer and to instead remit payment directly to any bank accounts and lock boxes designated by such successor Servicer. If at any time on or after the date on which the Servicer is terminated the Servicer receives any payment from amounts in any Obligor, then the Trust EstateServicer shall promptly forward the amount of such payment, along with copies of any remittances or other documentation accompanying such payment, to the successor Servicer.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors ServiceFitch Ratings, Inc. Inc., if rated by Fitch Ratings, Inc., and Standard & Poor’s Ratings Services S&P Global Ratings, or is otherwise acceptable to Xxxxx’x Investors ServiceFitch Ratings, Inc. Inc., if rated by Fitch Ratings, Inc., and Standard & Poor’s S&P Global Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services and Fitch, Inc., if rated by Fitch, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) Services and Fitch, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) Fitch Ratings, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.027.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of this Agreement the initial Servicer in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Pooling and Servicing AgreementServicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, a successor (i) bank or other mortgage loan or home equity loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of hereunder; provided that any such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation Servicer shall be in excess of that permitted acceptable to the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing AgreementCredit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer unreasonably withheld and provided further that the appointment of a any such successor Servicer will be paid not result in the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Indenture Trustee from amounts in the Trust Estate.Rating

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by S&P Global Ratings and Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to S&P Global Ratings and Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (1) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreementherein, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions of this Agreement hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Pooling and Servicing AgreementMaster Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesact hereunder. Notwithstanding the aboveabove and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to actat least 51% of the Voting Rights so request in writing to the Indenture Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, a successor (i) an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables15,000,000, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement Servicing Agreement. The Indenture Trustee or other successor master servicer shall be entitled to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the Pooling completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. (2) No appointment of a successor to the Master Servicer under this Servicing AgreementAgreement shall be effective until the assumption by the successor of all of the Master Servicer's responsibilities, duties and liabilities hereunder. In connection with such appointment and assumptionassumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under this Agreement and the Pooling and Servicing Agreementas such hereunder. The Depositor, the Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the Pending appointment of a successor to the Master Servicer will be paid by under this Servicing Agreement, the Indenture Trustee from amounts shall act in the Trust Estatesuch capacity as hereinabove provided.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 7.026.01 or an Opinion of Counsel pursuant to Section 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall thereafter be subject to all the responsibilities, restrictionsduties, duties liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (a) immediately assume the duties of this Agreement the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the Pooling and Servicing Agreementrelevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation (whether payable out of which the Collection Account or otherwise) as the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesfor advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor (i) to the Master Servicer only, having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables10,000,000, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and the Pooling and Servicing Agreementact in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables the Mortgage Loans as it the Company and such successor shall agree; provided, however, that no such the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that permitted which the Master Servicer under this Agreement would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the Pooling and Servicing Agreementobligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (b) If the Indenture Trustee from amounts shall succeed to any duties of the Master Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the Trust Estateservicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service[Rating Agency Name] and [Rating Agency Name], Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. [Rating Agency Name] and Standard & Poor’s Ratings Services) [Rating Agency Name] and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) Services and Fitch Ratings, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including including, but not limited to, the Basic Total Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long long-term unsecured debt rating that falls within an investment grade category by Xxxxx’x from Xxxxx'x Investors Service, Inc. and Standard & Poor’s Ratings Services or of at least Baa3 (unless such requirement is otherwise acceptable to Xxxxx’x expressly waived by Xxxxx'x Investors Service, Inc. and Standard & Poor’s Ratings ServicesInc.) and (iii) whose regular business includes the servicing of motor vehicle related automotive receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer resigns pursuant to the first paragraph of Section 4.04 or receives a notice of termination pursuant to Section 7.025.01, the Indenture Trustee shall (unless a successor is identified by the Servicer pursuant to Section 4.04), subject to Sections 4.06 and 5.01(b), be the successor in all respects to the Servicer in its capacity as servicer such under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all of the responsibilities, restrictions, duties and liabilities relating thereto and arising thereafter placed on the Servicer by the terms and provisions hereof, including the Servicer’s obligation to make Advances; provided, however, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to cooperate or to provide information or monies as required by Section 5.01 shall not be considered a default by the Indenture Trustee hereunder. Neither the Indenture Trustee nor any other successor shall be liable for any of this Agreement the representations and warranties of the Pooling and Servicing Agreementresigning or terminated party or for any losses incurred by the resigning or terminated party. As compensation therefor, the Indenture Trustee shall be entitled to such all fees and other compensation (whether payable out of which the Collection Account resigning or otherwise) as the Servicer terminated party would have been entitled to under this Agreement for future services rendered if no such notice of termination the resigning or terminated party had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feescontinued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Indenture Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, or if the Indenture Trustee is not approved as an acceptable Servicer by the Rating Agencies, or if the Holders of Notes entitled to a majority of the Voting Rights so request in writing, the Indenture Trustee shall), subject to Sections 4.04, 4.06 and 5.01(b) (if applicable), promptly appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having any established and qualified institution with a net worth of not less than at least $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10 million as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; provided, however, that the Indenture Trustee has received Rating Agency Confirmation with respect to the proposed appointment of the successor servicer. Pending such appointment, the Indenture Trustee will be obligated to act as successor servicer. No appointment of a successor to the Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Pooling and Servicing AgreementIndenture Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables the Notes or otherwise as it and such successor shall agree; provided, however, that no including any increase in the Servicing Fee to the then current market rate for such compensation services (and any such increase shall also be applicable to the Servicing Fee payable to the Indenture Trustee in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreementits capacity as successor servicer). The Indenture Trustee and Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation The costs and expenses of the Servicer and the appointment of a successor Servicer will transferring servicing shall be paid by the Indenture Trustee from resigning or terminated party, and if not so paid, shall be treated as an Additional Issuer Expense under the Indenture. If the Servicer is terminated as described in Sections 5.01 and 5.02, it will continue to be obligated to pay and entitled to receive all amounts in accrued and owing by it or to it under (and at such times as set forth in) this Agreement and the Trust Estateother Transaction Documents on or prior to the date of termination (including any earned but unpaid Other Servicing Fees, plus reimbursement of Advances together with Advance Interest).

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer resigns pursuant to Section 6.04(i) or receives a notice of termination pursuant to Section 7.027.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the responsibilities and duties of this Agreement HSBC Finance as Servicer with respect to the purchase of the Home Equity Loans pursuant to Sections 2.02, 2.04(c), 3.01 and the Pooling and Servicing Agreementindemnification obligation pursuant to Section 2.04(d) shall not terminate. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, a successor (i) any housing and home finance institution or other mortgage loan or home equity loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 50,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; provided that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the then-current rating assigned to any Class of Notes by the Rating Agencies, as evidenced by a writing to such effect delivered to the Indenture Trustee, and any successor Servicer appointed hereunder shall be reasonably acceptable to the Pooling and Servicing AgreementDepositor. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Home Equity Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement). The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with All costs incurred in transferring the resignation of servicing to a successor servicer shall be paid by the Servicer. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Home Equity Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.12. The appointment of a successor Servicer will shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer (including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Servicer be paid liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Depositor of any of their representations or warranties contained herein or in any related document or agreement. (c) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Equity Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from amounts MERS to the Trust and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Home Equity Loan or servicing of such Home Equity Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the Trust Estateappropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any Assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (c). The successor Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such Assignment of Mortgage was recorded. (d) In the event that the Servicer is terminated pursuant to Section 7.01 hereof, any successor to the Servicer as servicer under this Agreement, including the Indenture Trustee, shall provide to the Depositor, in written form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) Services and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors ServiceFitch, Inc. if rated by Fitch, and Standard & Poor’s Ratings Services S&P, or is otherwise acceptable to Xxxxx’x Investors ServiceFitch, Inc. if rated by Fitch, and Standard & Poor’s Ratings Services) S&P and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x from Mxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or of at least Baa3 (unless such requirement is otherwise acceptable to Xxxxx’x expressly waived by Mxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings ServicesInc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.027.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of this Agreement and the Pooling and Servicing Agreement. As compensation thereforsuccession; provided, however, that the Indenture Trustee shall not be entitled liable for any actions or the representations and warranties of any Servicer prior to such compensation (whether payable out it and including, without limitation, the obligations of the Collection Account or otherwiseServicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer. (b) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Majority Noteholders with the consent of the Note Insurer or the Note Insurer so requests in writing to actthe Indenture Trustee, appoint, pursuant to such direction of the Majority Noteholders and Note Insurer or the Note Insurer, or if no such direction is provided to the Indenture Trustee, pursuant to the provisions set forth in Section 7.02(c), or petition a court of competent jurisdiction to appoint, a successor (i) having any established mortgage loan servicing institution acceptable to the Note Insurer that has a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 15,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. (c) In the event the Indenture Trustee is the successor Servicer, it shall be entitled to the same Servicing Compensation (including the Servicing Fee as adjusted pursuant to the definition thereof) and other funds pursuant to Section 5.08 hereof as the Servicer if the Servicer had continued to act as servicer hereunder. In the event the Indenture Trustee is unable or unwilling to act as successor Servicer, the Indenture Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the aggregate Servicing Fees hereunder as servicing compensation, together with the other Servicing Compensation. Within thirty (30) days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Periodic Advances owed to the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (d) The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, at the Servicer's cost and expense, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts that then have been or should have been deposited in the Collection Account by the Servicer or that are thereafter received with respect to the Mortgage Loans. Any collections received by the Servicer after such removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor Servicer. Neither the Indenture Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. Notwithstanding anything to the contrary herein, no appointment of a successor Servicer under this Agreement shall be effective until the Indenture Trustee and the Pooling Note Insurer shall have consented thereto, and Servicing Agreementwritten notice of such proposed appointment shall have been provided by the Indenture Trustee to the Note Insurer and to each Noteholder. The Indenture Trustee shall not resign as Servicer until a successor Servicer reasonably acceptable to the Note Insurer has been appointed. The Note Insurer shall have the right to remove the Indenture Trustee as successor Servicer under this Section 7.02 without cause, and the Indenture Trustee shall appoint such other successor Servicer as directed by the Note Insurer. (e) Pending appointment of a successor Servicer hereunder, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and pursuant to Section 5.08, together with other Servicing AgreementCompensation. The Servicer, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.027.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreementhereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appointthe Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, a successor (i) any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 50,000,000 as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the Pooling transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and Servicing Agreement(y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation ). The appointment of a successor Master Servicer shall be in excess not affect any liability of that permitted the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and the Pooling and Servicing AgreementIndenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with . (b) Any successor, including the resignation Indenture Trustee, to the Master Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Trust, and (ii) maintain in force an insurance policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the appointment same extent as the Master Servicer maintained as of a the date hereof, as the same may have been increased from time to time. No successor Servicer will be paid servicer shall have the right to retain and commingle payments on, and collections in respect of, the Mortgage Loans with its own funds pursuant to Section 3.02(d) unless (i) consented to in writing by the Indenture Trustee from amounts Insurer and (ii) such commingling will not result in a downgrade, qualification or withdrawal of the Trust Estatethen current ratings of the Class A Notes, without regard to the Insurance Policy, as evidenced in writing by each Rating Agency.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Titling Trust Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Titling Trust Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Titling Trust Servicing Agreement; provided, however, that if the Backup Servicer satisfies the criteria for a successor servicer specified below, the Indenture Trustee shall promptly appoint the Backup Servicer as the successor Servicer; provided, further, that the predecessor Servicer shall remain liable for, and the successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, further, that NFC shall remain liable for all such indemnification obligations of the Servicer without regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee or the Backup Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including including, but not limited to, the Basic Total Servicing Fee, Investment Earnings Fee and Supplemental Servicing FeesFees and shall be entitled to Investment Earnings as set forth in Section 2.02(b) hereof. Notwithstanding the above, if the Indenture Trustee does not appoint the Backup Servicer as the successor servicer then the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000100,000,000 or whose majority owner is, either directly or indirectly, a Person having a net worth on a consolidated basis of not less than $100,000,000 and (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivablesreceivables of the type included in the Collateral, as the successor to the Servicer under this Agreement and the Pooling and Titling Trust Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Titling Trust Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Titling Trust Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., and Xxxxx’x Investors Service, Inc., or is otherwise acceptable to Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., and Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services and Xxxxx’x Investors Service, Inc. or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings ServicesServices and Xxxxx’x Investors Service, Inc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services Fitch, Inc., if rated by Fitch, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) Fitch, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.027.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions trans actions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of this Agreement the initial Servicer in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Pooling and Servicing AgreementServicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, a successor (i) bank or other mortgage loan or home equity loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; PROVIDED that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation ). The appointment of a successor Servicer shall be in excess not affect any liability of that permitted the predecessor Servicer which may have arisen under this Servicing Agreement and prior to its termination as Servicer (including, without limitation, the Pooling and Servicing Agreementobligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (b) Any successor, including the Indenture Trustee from amounts on behalf of the Noteholders, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the Trust Estateperformance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Mortgage Collateral holders, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.028.1 or resignation pursuant to Section 7.5, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor any established financial institution (ix) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) 100,000,000 as of the last day of the most recent fiscal quarter for such institution and (iiiy) whose regular business includes shall include the servicing of motor vehicle related automobile receivables, as the successor to the Servicer under this Agreement and Agreement; provided, that the Pooling and Servicing Agreement in appointment of any such successor Servicer is required to satisfy the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing AgreementRating Agency Condition. In connection with such appointment and assumptionappointment, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with Unless the resignation Indenture Trustee shall be prohibited by law from so acting, the Indenture Trustee shall not be relieved of its duties as successor Servicer under this Section 8.2 until the newly appointed successor Servicer shall have assumed the responsibilities and obligations of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estateunder this Agreement.

Indenture Trustee to Act; Appointment of Successor. On and (a) Within 90 days after the time date the Master Servicer receives and the Indenture Trustee receive a notice of termination of the Master Servicer pursuant to Section 7.027.01 or sends a resignation notice pursuant to Section 6.04, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement Master Servicer hereunder and the Pooling and Servicing Agreement and with respect to the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreementherein, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof provided, however, the Indenture Trustee will use its reasonable best efforts to perform the duties of this Agreement and the Pooling and Servicing AgreementMaster Servicer prior to the end of such 90-day period. Nothing in any Basic Document shall be construed to permit or require the Indenture Trustee to (i) be responsible or accountable for any act or omission of any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan or fund any Additional Balances with respect thereto, (iii) fund any losses on any Permitted Investment directed by any prior Master Servicer hereunder or (iv) be responsible for the representations or warranties of any such prior Master Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, If the Indenture Trustee may, if it shall be is (i) unwilling so to act, act as successor Master Servicer or shall, if it is (ii) legally unable so to act, then the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a successor (i) appoint any established mortgage loan servicing institution having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of hereunder with respect to all or any part of the Master Servicer's responsibilities, duties or liabilities hereunder; provided, that no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of such successor Master Servicer would result in a Rating Event. Notwithstanding the foregoing, pending the appointment of a successor Master Servicer under this Agreement and hereunder, unless the Pooling and Servicing AgreementIndenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as provided above. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.10 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, ). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that no such compensation shall be in excess of that permitted the Servicer may have arisen under this Agreement and the Pooling and Servicing Agreementprior to its termination as Master Servicer, nor shall any successor Master Servicer be liable for any acts or omissions of any predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Basic Document. The Indenture Trustee and such successor Master Servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a . (b) Any successor Servicer will be paid by Master Servicer, including the Indenture Trustee from amounts shall not be deemed to be in default or to have breached its duties hereunder if the Trust Estatepredecessor Master Servicer shall fail to make any required deposit into the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Indenture Trustee if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.028.01, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of this Agreement and the Pooling and Servicing Agreementobligations of the Servicer to make Delinquency Advances; provided however, that the obligation of the Indenture Trustee to make Delinquency Advances is subject to the standards set forth in Section 5.25 hereof. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, a successor (i) any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and hereunder; provided, that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by letters to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 5.15 (or such other compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation not to exceed the Servicing Fee). The appointment of a successor Servicer shall be in excess not affect any liability of that permitted the predecessor Servicer which may have arisen under this Agreement and prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 5.13 or to indemnify the Pooling and Servicing AgreementIndenture Trustee pursuant to Section 7.06, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs associated shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Issuing Entity). (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Noteholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a Fidelity Bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 5.13. (c) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the appointment rules and procedures of a MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer will be paid by in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgages from MERS to the Indenture Trustee from amounts and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loans or servicing of such Mortgage Loan on the MERS System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the Trust Estateappropriate recording offices. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (c). The successor Servicer shall cause assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.027.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of this Agreement the initial Servicer in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Pooling and Servicing AgreementServicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, a successor (i) bank or other mortgage loan or home equity loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; provided that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation ). The appointment of a successor Servicer shall be in excess not affect any liability of that permitted the predecessor Servicer which may have arisen under this Servicing Agreement and prior to its termination as Servicer (including, without limitation, the Pooling and Servicing Agreementobligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s the Ratings Services Agencies or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s the Ratings Services) Agencies and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.026.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Notwithstanding the above, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of this Agreement repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any act or omission of either a predecessor or successor Servicer other than the Pooling and Servicing AgreementIndenture Trustee. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including given. In addition, the Basic Servicing FeeIndenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, Investment Earnings documents and Supplemental Servicing Feesrecord keeping, as provided in Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee may with the consent of the Insurer (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, a successor (i) any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 15,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by its prior written consent, which consent shall not be unreasonably withheld; and provided, further, that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.08 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement). The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with . (b) Any successor, including the resignation Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Servicer Noteholders and Residual Certificateholders and the Insurer and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. The appointment of a successor Servicer will shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer (including, without limitation, any deductible under an Insurance Policy pursuant to Section 3.04), nor shall any successor Servicer be paid liable for any acts or omissions of the predecessor Servicer or for any breach by the Indenture Trustee from amounts in the Trust Estatesuch Servicer of any of its representations or warranties contained herein.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the RMBS Master Servicer receives sends a notice of termination pursuant to clause (i) of Section 7.025.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the RMBS Master Servicer in its capacity as servicer RMBS Master Servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the RMBS Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor RMBS Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the Pooling initial RMBS Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the predecessor RMBS Master Servicer, (iii) require or obligate the Indenture Trustee, in its capacity as successor RMBS Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other RMBS Master Servicer, or (v) be responsible for the representations and Servicing Agreementwarranties of the RMBS Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor RMBS Master Servicer, shall be required to make any Monthly Advances to the extent that the RMBS Master Servicer failed to make such Monthly Advances, to the extent such Monthly Advance is not determined by the Indenture Trustee to be a Nonrecoverable Advance. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the RMBS Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor RMBS Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, a successor (i) bank or other mortgage loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the RMBS Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the RMBS Master Servicer under this Agreement and hereunder; provided that the Pooling and Servicing Agreementappointment of any such successor RMBS Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies (as evidenced by a letter to such effect delivered by the Rating Agencies). Pending appointment of a successor to the RMBS Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the RMBS Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation ). The appointment of a successor RMBS Master Servicer shall be in excess not affect any liability of that permitted the predecessor RMBS Master Servicer which may have arisen under this Servicing Agreement and prior to its termination as RMBS Master Servicer (including, without limitation, the Pooling and Servicing Agreementobligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor RMBS Master Servicer be liable for any acts or omissions of the predecessor RMBS Master Servicer or for any breach by such RMBS Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated In connection with the termination or resignation of the RMBS Master Servicer hereunder, either (i) the successor RMBS Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor RMBS Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the appointment rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor RMBS Master Servicer shall cooperate with the successor RMBS Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor RMBS Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor RMBS Master Servicer shall cooperate with the successor RMBS Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor RMBS Master Servicer. The predecessor RMBS Master Servicer will shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor RMBS Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. To the extent these fees and costs are not paid by the RMBS Master Servicer and are incurred by any successor RMBS Master Servicer, such fees and costs will be reimbursable to the successor RMBS Master Servicer by the Trust. The successor RMBS Master Servicer shall cause such assignment to be delivered to the Indenture Trustee from amounts promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. (b) Any successor, including the Indenture Trustee on behalf of the Noteholders, to the RMBS Master Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the Trust Estateperformance of its obligations as RMBS Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the RMBS Master Servicer is so required pursuant to Section 3.11(g). (c) Any successor RMBS Master Servicer, including the Indenture Trustee on behalf of the Noteholders, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor RMBS Master Servicer shall fail to deliver any required deposit to the Collection Account or a Servicing Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor RMBS Master Servicer to act as a successor RMBS Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (1) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02termination, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreementherein, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions of this Agreement hereof including, without limitation, the Servicer’s obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Pooling and Servicing AgreementServicer’s failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as Servicing Fee and all funds relating to the Mortgage Loans to which the Servicer would have been entitled if it had continued to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesact hereunder. Notwithstanding the aboveabove and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to actat least 51% of the Voting Rights so request in writing to the Indenture Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, a successor (i) an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables15,000,000, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement Servicing Agreement. The Indenture Trustee or other successor servicer shall be entitled to be reimbursed by the Servicer (or by the Trust Estate if the Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the Pooling completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. (2) No appointment of a successor to the Servicer under this Servicing AgreementAgreement shall be effective until the assumption by the successor of all of the Servicer’s responsibilities, duties and liabilities hereunder. In connection with such appointment and assumptionassumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreementas such hereunder. The Depositor, the Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the Pending appointment of a successor to the Servicer will be paid by under this Servicing Agreement, the Indenture Trustee from amounts shall act in the Trust Estatesuch capacity as hereinabove provided.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.028.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement Agreement; provided, however, that the predecessor Servicer shall remain liable for, and the Pooling successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and Servicing Agreementprovided, further, that Navistar Financial Corporation shall remain liable for all such indemnification obligations of the Servicer without regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including including, but not limited to, the Basic Total Servicing Fee, Investment Earnings Fee and Supplemental Servicing FeesFees and shall be entitled to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, 100,000,000 and (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related medium and heavy duty bus, truck and trailer receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.027.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreementhereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, or the Insurer can direct the Indenture Trustee to appoint or petition a successor (i) court of competent jurisdiction for the appointment of, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 50,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the Pooling and Servicing Agreementtransactions set forth or provided for therein. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser compensation as it the Indenture Trustee and such successor may agree). The appointment of a successor Servicer shall agree; provided, however, that no such compensation shall be in excess not affect any liability of that permitted the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and the Pooling and Servicing AgreementIndenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with . (b) Any successor, including the resignation Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Trust, and (ii) maintain in force an insurance policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the appointment same extent as the Servicer maintained as of a the date hereof, as the same may have been increased from time to time. No successor Servicer will be paid servicer shall have the right to retain and commingle payments on, and collections in respect of, the Mortgage Loans with its own funds pursuant to Section 3.02(c) unless (i) consented to in writing by the Indenture Trustee from amounts Insurer and (ii) such commingling will not result in a downgrade, qualification or withdrawal of the Trust Estatethen current ratings of the Notes, without regard to the Policy, as evidenced in writing by each Rating Agency.

Indenture Trustee to Act; Appointment of Successor. (1) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreementherein, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions of this Agreement hereof including, without limitation, the Master Servicer’s obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Pooling and Servicing AgreementMaster Servicer’s failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesact hereunder. Notwithstanding the aboveabove and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to actat least 51% of the Voting Rights so request in writing to the Indenture Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, a successor (i) an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables15,000,000, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement Servicing Agreement. The Indenture Trustee or other successor master servicer shall be entitled to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the Pooling completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. (2) No appointment of a successor to the Master Servicer under this Servicing AgreementAgreement shall be effective until the assumption by the successor of all of the Master Servicer’s responsibilities, duties and liabilities hereunder. In connection with such appointment and assumptionassumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under this Agreement and the Pooling and Servicing Agreementas such hereunder. The Depositor, the Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the Pending appointment of a successor to the Master Servicer will be paid by under this Servicing Agreement, the Indenture Trustee from amounts shall act in the Trust Estatesuch capacity as hereinabove provided.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings ServicesServices and Fitch Ratings, Inc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 7.026.01 or an Opinion of Counsel pursuant to Section 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall thereafter be subject to all the responsibilities, restrictionsduties, duties liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (a) immediately assume the duties of this Agreement the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the Pooling and Servicing Agreementrelevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation (whether payable out of which the Collection Account or otherwise) as the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesfor advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor (i) to the Master Servicer only, having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables10,000,000, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and the Pooling and Servicing Agreementact in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables the HELOCs as it and such successor shall agree; provided, however, that no such the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that permitted which the Master Servicer under this Agreement would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the Pooling and Servicing Agreementobligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (b) If the Indenture Trustee from amounts shall succeed to any duties of the Master Servicer respecting the HELOCs as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the Trust Estateservicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) Services and Fitch Ratings, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.028.2, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, the Indenture Trustee may, if it shall be is unwilling to so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointfor the appointment of, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long long-term unsecured debt rating that falls within an investment grade category from Moody's of at least Baa3 (unless such requirement is expressly waived by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings ServicesMoody's) and (iii) whose regular business includes the servicing of motor vehicle related dealer floor plan automotive receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement (except that such successor shall not be liable for any liabilities incurred by any predecessor Servicer). Any successor to the Servicer shall automatically agree to be bound by the terms and provisions of any Series Enhancement Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Collections as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. (b) All authority and power granted to any successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Issuing Entity pursuant to Section 7.1 of the Trust Agreement, and shall pass to and be vested in the Depositor and, without limitation, the Depositor is hereby authorized and empowered to execute and deliver, on behalf of the successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. Costs associated The successor Servicer agrees to cooperate with the resignation Depositor in effecting the termination of the responsibilities and rights of the successor Servicer under this Agreement and the appointment of a Pooling and Servicing Agreement. The successor Servicer will be paid by shall transfer to the Indenture Trustee from amounts Depositor its electronic records relating to the Accounts and the Receivables serviced hereunder in such electronic form as the Depositor may reasonably request and shall transfer to the Depositor all other records, correspondence and documents in the Trust Estatemanner and at such times as the Depositor shall reasonably request. To the extent that compliance with this Section 8.3 shall require the successor Servicer to disclose to the Depositor information of any kind which the successor Servicer deems to be confidential, the Depositor shall be required to enter into such customary licensing and confidentiality agreements as the successor Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings ServicesFitch Ratings, Inc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and -------------------------------------------------- after the time the Servicer receives a notice of termination pursuant to Section 7.028.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement Agreement; provided, -------- however, that the predecessor Servicer shall remain liable for, and the Pooling ------- successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and Servicing Agreementprovided, -------- further, that NFC shall remain liable for all such indemnification obligations ------- of the Servicer without regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including including, but not limited to, the Basic Total Servicing Fee, Investment Earnings Fee and Supplemental Servicing FeesFees and shall be entitled to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, 100,000,000 and (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related medium and heavy duty truck, bus and trailer receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall -------- ------- be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.028.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement Agreement; provided, however, that the predecessor Servicer shall remain liable for, and the Pooling successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and Servicing Agreementprovided, further, that NFC shall remain liable for all such indemnification obligations of the Servicer without regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including including, but not limited to, the Basic Total Servicing Fee, Investment Earnings Fee and Supplemental Servicing FeesFees and shall be entitled to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, 100,000,000 and (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related medium and heavy duty bus, truck and trailer receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, [the Additional Servicing Fee, ]Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. [Rating Agency Name] and Standard & Poor’s Ratings Services [Rating Agency Name] or is otherwise acceptable to Xxxxx’x Investors Service, Inc. [Rating Agency Name] and Standard & Poor’s Ratings Services[Rating Agency Name]) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.027.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreementhereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appointthe Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, a successor (i) any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 50,000,000 as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the Pooling transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and Servicing Agreement(y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation ). The appointment of a successor Master Servicer shall be in excess not affect any liability of that permitted the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and the Pooling and Servicing AgreementIndenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with . (b) Any successor, including the resignation Indenture Trustee, to the Master Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Trust, and (ii) maintain in force an insurance policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the appointment same extent as the Master Servicer maintained as of a the date hereof, as the same may have been increased from time to time. No successor Servicer will be paid servicer shall have the right to retain and commingle payments on, and collections in respect of, the Mortgage Loans with its own funds pursuant to Section 3.02(d) unless (i) consented to in writing by the Indenture Trustee from amounts Insurer and (ii) such commingling will not result in a downgrade, qualification or withdrawal of the Trust Estatethen current ratings of the Notes, without regard to the Insurance Policy, as evidenced in writing by each Rating Agency.

Indenture Trustee to Act; Appointment of Successor. (a) (1) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreementherein, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions of this Agreement hereof including, without limitation, the Master Servicer’s obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Pooling and Servicing AgreementMaster Servicer’s failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesact hereunder. Notwithstanding the aboveabove and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to actat least 51% of the Voting Rights so request in writing to the Indenture Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, a successor (i) an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables15,000,000, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such or other successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as master servicer shall be necessary entitled to effectuate any be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such succession. Costs associated with the resignation expenses of the Servicer and the appointment of a successor Servicer will Indenture Trustee to be paid documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from amounts the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the Trust Estateservicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 7.026.01 or an Opinion of Counsel pursuant to Section 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall thereafter be subject to all the responsibilities, restrictionsduties, duties liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, the Mortgage Loan Seller shall have the right to either (a) immediately assume the duties of this Agreement the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the Pooling and Servicing Agreementrelevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation (whether payable out of which the Collection Account or otherwise) as the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesfor advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor (i) to the Master Servicer only, having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables10,000,000, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and the Pooling and Servicing Agreementact in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables the Mortgage Loans as it and such successor shall agree; provided, however, that no such the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that permitted which the Master Servicer under this Agreement would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the Pooling and Servicing Agreementobligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (b) If the Indenture Trustee from amounts shall succeed to any duties of the Master Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the Trust Estateservicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.028.2, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and and, subject to Section 10.16, shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, the Indenture Trustee may, if it shall be is unwilling to so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointfor the appointment of, a successor (ix) having a net worth of not less than $100,000,000, (iiy) which has a long long-term unsecured debt rating that falls within an investment grade category from Moody’s of at least Baa3 (unless such requirement is expressly waived by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings ServicesMoody’s) and (iiiz) whose regular business includes the servicing of motor vehicle related dealer floor plan automotive receivables, including the Back-up Servicer, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement (except that such successor shall not be liable for any liabilities incurred by any predecessor Servicer). Any successor to the Servicer shall automatically agree to be bound by the terms and provisions of any Series Enhancement Agreement. In connection with such appointment and assumptionassumption under the second preceding sentence, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Collections as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. (b) All authority and power granted to any successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Issuing Entity pursuant to Section 7.1 of the Trust Agreement, and shall pass to and be vested in the Depositor and, without limitation, the Depositor is hereby authorized and empowered to execute and deliver, on behalf of the successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. Costs associated The successor Servicer agrees to cooperate with the resignation Depositor in effecting the termination of the responsibilities and rights of the successor Servicer under this Agreement and the appointment of a Pooling and Servicing Agreement. The successor Servicer will be paid by shall transfer to the Indenture Trustee from amounts Depositor its electronic records relating to the Accounts and the Receivables serviced hereunder in such electronic form as the Depositor may reasonably request and shall transfer to the Depositor all other records, correspondence and documents in the Trust Estatemanner and at such times as the Depositor shall reasonably request. To the extent that compliance with this Section 8.3 shall require the successor Servicer to disclose to the Depositor information of any kind which the successor Servicer deems to be confidential, the Depositor shall be required to enter into such customary licensing and confidentiality agreements as the successor Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 7.026.01 above or an Opinion of Counsel pursuant to Section 5.05 hereof to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall thereafter be subject to all the responsibilities, restrictionsduties, duties liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (i) immediately assume the duties of this Agreement the Master Servicer or (ii) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the Pooling and Servicing Agreementrelevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06 of this Agreement, the Indenture Trustee shall be entitled to such compensation (whether payable out of which the Collection Account or otherwise) as the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesfor advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor (i) to the Master Servicer only, having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables10,000,000, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement hereunder; provided that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and the Pooling and Servicing Agreementact in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables the Mortgage Loans as it the Company and such successor shall agree; provided, however, that no such the provisions of Section 5.06 of this Agreement shall apply, the compensation shall not be in excess of that permitted which the Master Servicer under this Agreement would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the Pooling and Servicing Agreementobligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (b) If the Indenture Trustee from amounts shall succeed to any duties of the Master Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the Trust Estateservicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) Fitch Ratings, Inc., if rated by Fitch Ratings, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by S&P Global Ratings and Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to S&P Global Ratings and Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.027.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of this Agreement the initial Servicer in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Pooling and Servicing AgreementServicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, a successor (i) bank or other mortgage loan or home equity loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; provided that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation ). Theappointment of a successor Servicer shall be in excess not affect any liability of that permitted the predecessor Servicer which may have arisen under this Servicing Agreement and prior to its termination as Servicer (including, without limitation, the Pooling and Servicing Agreementobligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (b) Any successor, including the Indenture Trustee from amounts on behalf of the Noteholders, to the Servicer as Servicer shall during the term of its service as Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the Trust Estateperformance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Mortgage Collateral holders, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.026.01 hereof, the Indenture Trustee shall shall, to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement hereof and applicable law including the Pooling and Servicing Agreementobligation to make advances pursuant to Section 4.01. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of all fees, costs and expenses relating to the Collection Account or otherwise) as Mortgage Loans that the Master Servicer would have been entitled to under this Agreement if no such notice of termination the Master Servicer had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feescontinued to act hereunder. Notwithstanding the aboveforegoing, if the Indenture Trustee has become the successor to the Master Servicer in accordance with Section 6.01 hereof, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth any established mortgage loan servicing institution the appointment of which does not less than $100,000,000, (ii) which has a long term unsecured debt adversely affect the then current rating that falls within an investment grade category of the Notes by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, each Rating Agency as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any successor Master Servicer shall be an institution that is a Xxxxxx Xxx and Freddie Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and that is willing to service the Mortgage Loans and executes and delivers to the Issuing Entity and the Indenture Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than liabilities and indemnities of the Master Servicer under Section 5.03 hereof incurred prior to termination of the Master Servicer under Section 6.01), with like effect as if originally named as a party to this Agreement Agreement; and provided further that each Rating Agency acknowledges that its rating of the Pooling Notes in effect immediately prior to such assignment and Servicing Agreementdelegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Master Servicer hereunder shall be effective until the Indenture Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Noteholder. The Indenture Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee, unless the Indenture Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. At least 15 calendar days prior to the effective date of any such appointment, (x) the Indenture Trustee shall provide written notice to the Depositor of such successor pursuant to this Section 6.02 and (y) such successor master servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Master Servicer under this Agreement and the Pooling and Servicing Agreementhereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated Neither the Indenture Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Master Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 5.05. In connection with the termination or resignation of the Master Servicer and hereunder, either (i) the appointment of a successor Servicer will be paid by Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from amounts MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the Trust Estateappropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.026.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Notwithstanding the above, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of this Agreement repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any act or omission of either a predecessor or successor Servicer other than the Pooling and Servicing AgreementIndenture Trustee. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including given. In addition, the Basic Servicing FeeIndenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, Investment Earnings documents and Supplemental Servicing Feesrecord keeping, as provided in Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Insurer is unwilling to have the Indenture Trustee act as successor Servicer or (iii) if the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee may with the consent of the Insurer (in the situation described in clauses (i) or (ii)) or shall (in the situation described in clause (iii)) appoint or petition a court of competent jurisdiction to appoint, a successor (i) any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 15,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; PROVIDED that any such successor Servicer shall be acceptable to the Insurer, as evidenced by its prior written consent, which consent shall not be unreasonably withheld; and PROVIDED, FURTHER, that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.08 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement). The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with . (b) Any successor, including the resignation Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Servicer Noteholders, Residual Certificateholders and the Insurer and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. The appointment of a successor Servicer will shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer (including, without limitation, any deductible under an Insurance Policy pursuant to Section 3.04), nor shall any successor Servicer be paid liable for any acts or omissions of the predecessor Servicer or for any breach by the Indenture Trustee from amounts in the Trust Estatesuch Servicer of any of its representations or warranties contained herein.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services Fitch Ratings, Inc. or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings ServicesFitch Ratings, Inc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Fitch, Inc. and Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Fitch, Inc. and Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.029.01, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 7.21, or the Servicer is removed as Servicer pursuant to this Article IX, except as otherwise provided in Section 9.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of this Agreement and the Pooling and Servicing Agreement. As compensation thereforsuccession; provided, however, that the Indenture Trustee shall not be entitled liable for any actions or the representations and warranties of any Servicer prior to such compensation (whether payable out it and including, without limitation, the obligations of the Collection Account or otherwiseServicer set forth in Sections 2.07 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 7.13 in any event and to make advances pursuant to Section 7.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 7.18, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Purchaser. (b) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Majority Noteholders with the consent of the Note Purchaser so requests in writing to actthe Indenture Trustee, appoint, pursuant to such direction of the Majority Noteholders and Note Purchaser, or if no such direction is provided to the Indenture Trustee, pursuant to the provisions set forth in Section 9.02(c), or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating any established mortgage loan servicing institution that falls within qualifies as an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, Eligible Servicer as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. (c) In the event the Indenture Trustee is the successor Servicer, it shall be entitled to the same Servicing Compensation (including the Servicing Fee as adjusted pursuant to the definition thereof) and other funds pursuant to Section 7.08 hereof as the Servicer if the Servicer had continued to act as servicer hereunder. In the event the Indenture Trustee is unable or unwilling to act as successor Servicer, the Indenture Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the aggregate Servicing Fees hereunder as servicing compensation, together with the other Servicing Compensation. Within thirty (30) days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Periodic Advances owed to the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (d) The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, at the Servicer's cost and expense, (i) all documents and records reasonably requested by the Indenture Trustee and (ii) access to personnel knowledgeable in the servicing of the Mortgage Loans to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts that then have been or should have been deposited in the Collection Account by the Servicer or that are thereafter received with respect to the Mortgage Loans. Any collections received by the Servicer after such removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor Servicer. Neither the Indenture Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any payment hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. Notwithstanding anything to the contrary herein, no appointment of a successor Servicer under this Agreement shall be effective until the Indenture Trustee and the Pooling Note Purchaser shall have consented thereto, and Servicing Agreementwritten notice of such proposed appointment shall have been provided by the Indenture Trustee to the Note Purchaser and to each Noteholder. The Indenture Trustee shall not resign as Servicer until a successor Servicer reasonably acceptable to the Note Purchaser has been appointed. The Note Purchaser shall have the right to remove the Indenture Trustee as successor Servicer under this Section 9.02 without cause, and the Indenture Trustee shall appoint such other successor Servicer as directed by the Note Purchaser. (e) Pending appointment of a successor Servicer hereunder, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and pursuant to Section 7.08, together with other Servicing AgreementCompensation. The Servicer, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.027.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of this Agreement and the Pooling and Servicing Agreement. As compensation thereforsuccession; provided, however, that the Indenture Trustee shall not be entitled liable for any actions or the representations and warranties of any Servicer prior to such compensation (whether payable out it and including, without limitation, the obligations of the Collection Account or otherwiseServicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer. (b) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Majority Noteholders with the consent of the Note Insurer or the Note Insurer so requests in writing to actthe Indenture Trustee, appoint, pursuant to such direction of the Majority Noteholders and Note Insurer or the Note Insurer, or if no such direction is provided to the Indenture Trustee, pursuant to the provisions set forth in Section 7.02(c), or petition a court of competent jurisdiction to appoint, a successor (i) having any established mortgage loan servicing institution acceptable to the Note Insurer that has a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 15,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. (c) In the event the Indenture Trustee is the successor Servicer, it shall be entitled to the same Servicing Compensation (including the Servicing Fee as adjusted pursuant to the definition thereof) and other funds pursuant to Section 5.08 hereof as the Servicer if the Servicer had continued to act as servicer hereunder. In the event the Indenture Trustee is unable or unwilling to act as successor Servicer, the Indenture Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the aggregate Servicing Fees hereunder as servicing compensation, together with the other Servicing Compensation. Within thirty (30) days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Periodic Advances owed to the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (d) The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, at the Servicer's cost and expense, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts that then have been or should have been deposited in the Collection Account by the Servicer or that are thereafter received with respect to the Mortgage Loans. Any collections received by the Servicer after such removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor Servicer. Neither the Indenture Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any payment hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. Notwithstanding anything to the contrary herein, no appointment of a successor Servicer under this Agreement shall be effective until the Indenture Trustee and the Pooling Note Insurer shall have consented thereto, and Servicing Agreementwritten notice of such proposed appointment shall have been provided by the Indenture Trustee to the Note Insurer and to each Noteholder. The Indenture Trustee shall not resign as Servicer until a successor Servicer reasonably acceptable to the Note Insurer has been appointed. The Note Insurer shall have the right to remove the Indenture Trustee as successor Servicer under this Section 7.02 without cause, and the Indenture Trustee shall appoint such other successor Servicer as directed by the Note Insurer. (e) Pending appointment of a successor Servicer hereunder, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and pursuant to Section 5.08, together with other Servicing AgreementCompensation. The Servicer, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and Agreement, the Pooling and Servicing Agreement Master Servicer shall not have the right to withdraw any funds from the Collection Account without the consent of the Indenture Trustee and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer (except for any representations or warranties of the Master Servicer under this Agreement and its obligation to deposit amounts in respect of losses pursuant to Section 2.12) by the terms and provisions of this Agreement hereof including, without limitation, the Master Servicer’s obligations to make Monthly Advances pursuant to Section 3.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make Monthly Advances pursuant to Section 3.01; and provided further, that any failure to perform such duties or responsibilities caused by the Pooling and Servicing AgreementMaster Servicer’s failure to provide information required by Section 5.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as Servicing Fees and Administration Fees and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to under this Agreement if no such notice of act hereunder (other than amounts which were due or would become due to the Master Servicer prior to its termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesor resignation). Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans, or if the Holders of 51% of the aggregate Note Principal Balance of the Notes so request in writing to actthe Indenture Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, a successor (i) an established mortgage loan servicing institution acceptable to the Rating Agencies and having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 15,000,000 as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. No appointment of a successor to the Master Servicer under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s responsibilities, duties and the Pooling and Servicing Agreementliabilities hereunder. In connection with such appointment and assumptionassumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under this Agreement and the Pooling and Servicing Agreementas such hereunder. The Depositor, the Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the Pending appointment of a successor to the Master Servicer will be paid by under this Agreement, the Indenture Trustee shall act in such capacity as hereinabove provided. (b) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor servicer, including the Indenture Trustee, if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from amounts MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the Trust Estateappropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 5.02(b).

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.027.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel (if required) pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of this Agreement and the Pooling and Servicing Agreement. As compensation thereforsuccession; provided, however, that the Indenture Trustee shall not be entitled liable for any actions or the representations and warranties of any Servicer prior to such compensation (whether payable out it and including, without limitation, the obligations of the Collection Account or otherwiseServicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer. (b) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Majority Noteholders with the consent of the Note Insurer or the Note Insurer so requests in writing to actthe Indenture Trustee, appoint, pursuant to such direction of the Majority Noteholders and Note Insurer or the Note Insurer, or if no such direction is provided to the Indenture Trustee, pursuant to the provisions set forth in Section 7.02(c), or petition a court of competent jurisdiction to appoint, a successor (i) having any established mortgage loan servicing institution acceptable to the Note Insurer that has a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 15,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. (c) In the event the Indenture Trustee is the successor Servicer, it shall be entitled to the same Servicing Compensation (including the Servicing Fee as adjusted pursuant to the definition thereof) and other funds pursuant to Section 5.08 hereof as the Servicer if the Servicer had continued to act as servicer hereunder. In the event the Indenture Trustee is unable or unwilling to act as successor Servicer, the Indenture Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the aggregate Servicing Fees hereunder as servicing compensation, together with the other Servicing Compensation. Within thirty (30) days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Periodic Advances owed to the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (d) The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, at the Servicer's cost and expense, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts that then have been or should have been deposited in the Collection Account by the Servicer or that are thereafter received with respect to the Mortgage Loans. Any collections received by the Servicer after such removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor Servicer. Neither the Indenture Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any payment hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. Notwithstanding anything to the contrary herein, no appointment of a successor Servicer under this Agreement shall be effective until the Indenture Trustee and the Pooling Note Insurer shall have consented thereto, and Servicing Agreementwritten notice of such proposed appointment shall have been provided by the Indenture Trustee to the Note Insurer, the Depositor, and to each Noteholder. The Indenture Trustee shall not resign as Servicer until a successor Servicer reasonably acceptable to the Note Insurer has been appointed. The Note Insurer shall have the right to remove the Indenture Trustee as successor Servicer under this Section 7.02 without cause, and the Indenture Trustee shall appoint such other successor Servicer as directed by the Note Insurer. (e) Pending appointment of a successor Servicer hereunder, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and pursuant to Section 5.08, together with other Servicing AgreementCompensation. The Servicer, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) Services and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of resignation or termination pursuant to Section 7.026.04 or 7.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; PROVIDED, HOWEVER, that the responsibilities and duties of this Agreement Compass Bank as Servicer with respect to the purchase of the Mortgage Loans pursuant to Sections 2.02, 2.04(c) and 3.01 and the Pooling indemnification obligation pursuant to Section 2.04(d) shall remain an obligation of Compass Bank and Servicing Agreementshall not become an obligation of the Indenture Trustee or any other successor servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, a successor (i) any housing and home finance institution or other mortgage loan or mortgage loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, [50,000,000] as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; PROVIDED that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the then-current rating assigned to either the Class A or Class M Notes by the Rating Agencies, as evidenced by a writing to such effect delivered to the Indenture Trustee, and any successor Servicer appointed hereunder shall be reasonably acceptable to the Pooling and Servicing AgreementSeller. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement). The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with All costs incurred in transferring the resignation of servicing to a successor servicer shall be paid by the outgoing Servicer. (b) Any successor, including the Indenture Trustee, to the Servicer as Servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. The appointment of a successor Servicer will shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer (including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Servicer be paid liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Seller of any of their representations or warranties contained herein or in any related document or agreement. (c) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from amounts MERS to the Owner Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the Trust Estateappropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any Assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (c). The successor Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such Assignment of Mortgage was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreementherein, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 12.1 and the obligation to deposit amounts in respect of losses pursuant to Section 12.1) by the terms and provisions hereof; provided, however, that any failure to perform such duties or responsibilities during the period following the termination of this Agreement the Master Servicer reasonably necessary for the Indenture Trustee as successor to the Master Servicer hereunder to assume the duties and responsibilities of the Pooling Master Servicer or caused by the Master Servicer's failure to provide information, documents or funds (or any other items reasonably requested by the Indenture Trustee in order to succeed to the Master Servicer's responsibilities, duties and Servicing Agreementliabilities hereunder) required by Section 12.8 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder and shall not result in any liability to the Indenture Trustee. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as Master Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesact hereunder. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to actat least 51% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, a successor (i) an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables50,000,000, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee pursuant to Section 12.7, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All costs and expenses associated with the transfer of the master servicing responsibilities shall be paid by the terminated Master Servicer upon presentation of reasonable documentation of such costs. (b) No appointment of a successor to the Master Servicer under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer's responsibilities, duties and the Pooling and Servicing Agreementliabilities hereunder. In connection with such appointment and assumptionassumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under this Agreement and the Pooling and Servicing Agreementas such hereunder. The Depositor, the Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the Pending appointment of a successor to the Master Servicer will be paid by under this Agreement, the Indenture Trustee shall act in such capacity as hereinabove provided. (c) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from amounts MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the Trust Estateappropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (c). The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service[Rating Agency Name] and [Rating Agency Name], Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. [Rating Agency Name] and Standard & Poor’s Ratings Services) [Rating Agency Name] and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) (1)...On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreementherein, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions of this Agreement hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Pooling and Servicing AgreementMaster Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesact hereunder. Notwithstanding the aboveabove and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to actat least [__]% of the Voting Rights so request in writing to the Indenture Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, a successor (i) an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables[__________], as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such or other successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as master servicer shall be necessary entitled to effectuate any be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such succession. Costs associated with the resignation expenses of the Servicer and the appointment of a successor Servicer will Indenture Trustee to be paid documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from amounts the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the Trust Estateservicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category from Xxxxx’x Investors Service, Inc. of at least Baa3 (unless such requirement is expressly waived by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings ServicesInc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Titling Trust Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Titling Trust Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Titling Trust Servicing Agreement; provided, however, that the predecessor Servicer shall remain liable for, and the successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, further, that NFC shall remain liable for all such indemnification obligations of the Servicer without regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including including, but not limited to, the Basic Total Servicing Fee, Investment Earnings Fee and Supplemental Servicing FeesFees and shall be entitled to Investment Earnings as set forth in Section 2.02(b) hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, 100,000,000 and (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivablesreceivables of the type included in the Collateral, as the successor to the Servicer under this Agreement and the Pooling and Titling Trust Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Titling Trust Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Titling Trust Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On ---------------------------------------------------- and after the time the Servicer receives a notice of termination pursuant to Section 7.028.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement Agreement; provided, however, that the predecessor Servicer shall remain liable for, and -------- ------- the Pooling successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and Servicing Agreementprovided, further, that NFC shall remain liable for all -------- ------- such indemnification obligations of the Servicer without regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including including, but not limited to, the Basic Total Servicing Fee, Investment Earnings Fee and Supplemental Servicing FeesFees and shall be entitled to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, 100,000,000 and (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related medium and heavy duty truck, bus and trailer receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no -------- ------- such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.028.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement Agreement; provided, however, that the predecessor Servicer shall remain liable for, and -------- ------- the Pooling successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and Servicing Agreementprovided, further, that NFC shall remain liable for all such -------- ------- indemnification obligations of the Servicer without regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including including, but not limited to, the Basic Total Servicing Fee, Investment Earnings Fee and Supplemental Servicing FeesFees and shall be entitled to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, 100,000,000 and (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related medium and heavy duty truck, bus and trailer receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no -------- ------- such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement Agreement; provided, however, that if the Backup Servicer satisfies the criteria for a successor servicer specified below, the Indenture Trustee shall promptly appoint the Backup Servicer as the successor Servicer; provided, further, that the predecessor Servicer shall remain liable for, and the Pooling successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and Servicing Agreementprovided, further, that NFC shall remain liable for all such indemnification obligations of the Servicer without regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee or the Backup Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including including, but not limited to, the Basic Total Servicing Fee, Investment Earnings Fee and Supplemental Servicing FeesFees and shall be entitled to Investment Earnings as set forth in Section 2.02(b) hereof. Notwithstanding the above, if the Indenture Trustee does not appoint the Backup Servicer as the successor servicer then the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000100,000,000 or whose majority owner is, either directly or indirectly, a Person having a net worth on a consolidated basis of not less than $100,000,000 and (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivablesreceivables of the type included in the Collateral, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.026.01 hereof, the Indenture Trustee shall shall, to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement hereof and applicable law including the Pooling and Servicing Agreementobligation to make advances pursuant to Section 4.01. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of all fees, costs and expenses relating to the Collection Account or otherwise) as Mortgage Loans that the Master Servicer would have been entitled to under this Agreement if no such notice of termination the Master Servicer had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feescontinued to act hereunder. Notwithstanding the aboveforegoing, if the Indenture Trustee has become the successor to the Master Servicer in accordance with Section 6.01 hereof, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth any established mortgage loan servicing institution the appointment of which does not less than $100,000,000, (ii) which has a long term unsecured debt adversely affect the then current rating that falls within an investment grade category of the Notes by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, each Rating Agency as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any successor Master Servicer shall be an institution that is a Fxxxxx Mae and Fxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and that is willing to service the Mortgage Loans and executes and delivers to the Issuer and the Indenture Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than liabilities and indemnities of the Master Servicer under Section 5.03 hereof incurred prior to termination of the Master Servicer under Section 6.01), with like effect as if originally named as a party to this Agreement Agreement; and provided further that each Rating Agency acknowledges that its rating of the Pooling Notes in effect immediately prior to such assignment and Servicing Agreementdelegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Master Servicer hereunder shall be effective until the Indenture Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Noteholder. The Indenture Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee, unless the Indenture Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Master Servicer under this Agreement and the Pooling and Servicing Agreementhereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated Neither the Indenture Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Master Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 5.05. In connection with the termination or resignation of the Master Servicer and hereunder, either (i) the appointment of a successor Servicer will be paid by Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from amounts MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the Trust Estateappropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, [the Additional Servicing Fee, ]Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services [Rating Agency] or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services[Rating Agency]) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 7.026.01 or an Opinion of Counsel pursuant to Section 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall thereafter be subject to all the responsibilities, restrictionsduties, duties liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Depositor shall have the right to select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of this Agreement and Default which shall be made by such successor Master Servicer) incurred by the Pooling and Servicing AgreementMaster Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation (whether payable out of which the Collection Account or otherwise) as the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesfor advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a successor (i) Fannie Mae- or Freddie Mac-approved servicer, and with respect to a sxxxxxxor to the Xxxxxx Servicer only, having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables25,000,000, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and the Pooling and Servicing Agreementact in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables the Mortgage Loans as it and such successor shall agree; provided, however, that no such the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that permitted which the Master Servicer under this Agreement would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the Pooling and Servicing Agreementobligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (b) If the Indenture Trustee from amounts shall succeed to any duties of the Master Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the Trust Estateservicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, [the Additional Servicing Fee, ] Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services [Rating Agency] or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) [Rating Agency] and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an of investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services a Rating Agency or is must otherwise be acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) a Rating Agency and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after (01) Upon the time receipt by the Master Servicer receives of a notice of termination pursuant to Section 7.026.01 or an Opinion of Counsel pursuant to Section 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall thereafter be subject to all the responsibilities, restrictionsduties, duties liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (a) immediately assume the duties of this Agreement the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the Pooling and Servicing Agreementrelevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer ) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation (whether payable out of which the Collection Account or otherwise) as the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesfor advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor (i) to the Master Servicer only, having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables10,000,000, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and the Pooling and Servicing Agreementact in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables the Mortgage Loans as it and such successor shall agree; provided, however, that no such the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that permitted which the Master Servicer under this Agreement would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the Pooling and Servicing Agreementobligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (02) If the Indenture Trustee from amounts shall succeed to any duties of the Master Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the Trust Estateservicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.028.2, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, the Indenture Trustee may, if it shall be is unwilling to so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointfor the appointment of, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long long-term unsecured debt rating that falls within an investment grade category from Xxxxx’x of at least Baa3 (unless such requirement is expressly waived by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings ServicesXxxxx’x) and (iii) whose regular business includes the servicing of motor vehicle related dealer floor plan automotive receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing AgreementAgreement (except that such successor shall not be liable for any liabilities incurred by any predecessor Servicer). Any successor to the Servicer shall automatically agree to be bound by the terms and provisions of any Specified Support Arrangement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Collections as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. (b) All authority and power granted to any successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 7.1 of the Trust Agreement, and shall pass to and be vested in the Depositor and, without limitation, the Depositor is hereby authorized and empowered to execute and deliver, on behalf of the successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. Costs associated The successor Servicer agrees to cooperate with the resignation Depositor in effecting the termination of the responsibilities and rights of the successor Servicer under this Agreement and the appointment of a Pooling and Servicing Agreement. The successor Servicer will be paid by shall transfer to the Indenture Trustee from amounts Depositor its electronic records relating to the Accounts and the Receivables serviced hereunder in such electronic form as the Depositor may reasonably request and shall transfer to the Depositor all other records, correspondence and documents in the Trust Estatemanner and at such times as the Depositor shall reasonably request. To the extent that compliance with this Section 8.3 shall require the successor Servicer to disclose to the Depositor information of any kind which the successor Servicer deems to be confidential, the Depositor shall be required to enter into such customary licensing and confidentiality agreements as the successor Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (1) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreementherein, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions of this Agreement hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Pooling and Servicing AgreementMaster Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesact hereunder. Notwithstanding the aboveabove and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to actat least 51% of the Voting Rights so request in writing to the Indenture Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, a successor (i) an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables15,000,000, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement Servicing Agreement. The Indenture Trustee or other successor master servicer shall be entitled to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out- of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the Pooling completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. (2) No appointment of a successor to the Master Servicer under this Servicing AgreementAgreement shall be effective until the assumption by the successor of all of the Master Servicer's responsibilities, duties and liabilities hereunder. In connection with such appointment and assumptionassumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under this Agreement and the Pooling and Servicing Agreementas such hereunder. The Depositor, the Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the Pending appointment of a successor to the Master Servicer will be paid by under this Servicing Agreement, the Indenture Trustee from amounts shall act in the Trust Estatesuch capacity as hereinabove provided.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement hereof, and the Pooling Servicer shall be relieved of such responsibilities, duties and Servicing Agreementliabilities arising after such Service Transfer; provided, however, that (i) the Indenture Trustee will not assume any obligations of the Originator pursuant to Section 3.05, and (ii) the Indenture Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Indenture Trustee shall be entitled to such receive reasonable compensation (whether payable out of the Collection Account or otherwise) as Monthly Servicing Fee but not in excess of the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Monthly Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, Eligible Servicer as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and hereunder. Pending appointment of a successor to the Pooling and Servicing AgreementServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall be in excess shall, without the written consent of that permitted 100% of the Servicer under this Agreement and Securityholders, exceed the Pooling and Monthly Servicing AgreementFee. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and -------------------------------------------------- after the time the Servicer receives a notice of termination pursuant to Section ------- 7.02, the Indenture Trustee shall be the successor in all respects to the ---- Servicer in its capacity as servicer under this Agreement and the Pooling and Titling Trust Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Titling Trust Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Titling Trust Servicing Agreement; provided, however, that the predecessor -------- ------- Servicer shall remain liable for, and the successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, further, that NFC shall -------- ------- remain liable for all such indemnification obligations of the Servicer without regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including including, but not limited to, the Basic Total Servicing Fee, Investment Earnings Fee and Supplemental Servicing FeesFees and shall be entitled to Investment Earnings as set forth in Section 2.02(b) hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, 100,000,000 and (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivablesreceivables of the type included in the Collateral, as the successor to the Servicer under this Agreement and the Pooling and Titling Trust Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Titling Trust Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that -------- ------- permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Titling Trust Estate.Servicing

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.026.01 or sends a notice pursuant to Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the representations and warranties of the Pooling and Servicing AgreementServicer; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Servicer, shall be required to make any required Advances to the extent that the Servicer failed to make such Advances. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established hous ing and home finance institution, a successor (i) bank or other mortgage loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; PROVIDED, that any such successor Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capa city as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation ). The appointment of a successor Servicer shall be in excess not affect any liability of that permitted the predecessor Servicer which may have arisen under this Servicing Agreement and prior to its termination as Servicer (including, without limitation, the Pooling and Servicing Agreementobligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (b) Any successor, including the Indenture Trustee from amounts on behalf of the Bondholders, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Bondholders and the Bond Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the Trust Estateperfor xxxxx of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.11. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession here under.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.026.01 or sends a notice pursuant to Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the representations and warranties of the Pooling and Servicing AgreementServicer; provided, however, that the Indenture Trustee, as successor Servicer, shall be required to make any required Advances to the extent that the Servicer failed to make such Advances. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable to so to act, appoint, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established hous- ing and home finance institution, a successor (i) bank or other mortgage loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; provided, that any such successor Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.15 (or such lesser or greater compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such any greater compensation shall only be in excess payable from amounts that otherwise would be distributed to the Certificateholders). The appointment of that permitted a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement and prior to its termination as Servicer (including, without limitation, the Pooling and Servicing Agreementobligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (b) Any successor, including the Indenture Trustee from amounts on behalf of the Bondholders, to the Servicer as servicer shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of the Bondholders and the Bond Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the Trust Estateperformance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.11. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, [the Additional Servicing Fee, ]Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category from [Rating Agency] of at least [ ] (unless such requirement is expressly waived by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services[Rating Agency]) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.026.01 or 5.04, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement hereof arising on and the Pooling and Servicing Agreementafter its succession. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, a successor (i) any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 25,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; PROVIDED, that any such successor Servicer shall be acceptable to the Note Insurer, as evidenced by the Note Insurer's prior written consent which consent shall not be unreasonably withheld; and PROVIDED, FURTHER, that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without giving effect to the Note Insurance Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation ). The appointment of a successor Servicer shall be in excess not affect any liability of that permitted the predecessor Servicer which may have arisen under this Agreement and prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the Pooling and Servicing AgreementIndenture Trustee pursuant to Section 5.07), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with The Indenture Trustee shall pay to the resignation Servicer the amount, if any, paid by a successor servicer for the servicing rights, after payment of the expenses of sale and amounts owed by the terminated Servicer to the Trust. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of Noteholders and the appointment Note Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a successor fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer will be paid by is so required pursuant to Section 3.06. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee from amounts be liable for any Servicing Fee or for any differential in the Trust Estateamount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefortherefore, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long long-term unsecured debt rating that falls within an investment grade category by Xxxxx’x from Moody's Investors Service, Inc. and Standard & Poor’s Ratings Services or of at least Baa3 (unless such requixxxxxx is otherwise acceptable to Xxxxx’x expressly waived by Moody's Investors Service, Inc. and Standard & Poor’s Ratings ServicesInc.) and (iii) whose regular business includes ixxxxxxx the servicing of motor vehicle related automotive receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid borne by the Indenture Trustee from amounts in the Trust EstateIssuer.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and Fitch Ratings, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.026.01 or sends a notice pursuant to Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the representations and warranties of the Pooling and Servicing AgreementServicer; provided, however, that the Indenture Trustee, as successor Servicer, shall be required to make any required Advances to the extent that the Servicer failed to make such Advances. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established hous- ing and home finance institution, a successor (i) bank or other mortgage loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; provided, that any such successor Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation ). The appointment of a successor Servicer shall be in excess not affect any liability of that permitted the predecessor Servicer which may have arisen under this Servicing Agreement and prior to its termination as Servicer (including, without limitation, the Pooling and Servicing Agreementobligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insur- ance policy pursuant to Section 3.11 or to indemnify the Inden- ture Trustee pursuant to Section 5.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by . (b) Any successor, including the Indenture Trustee from amounts on behalf of the Bondholders, to the Servicer as servicer shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of the Bondholders and the Bond Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the Trust Estateperformance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.11. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.029.01 hereof or a notice of determination pursuant to Section 8.05 hereof, the Indenture Trustee (or, if no Notes are outstanding, the Owner Trustee) or any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement hereof, and the Pooling Servicer shall be relieved of such responsibilities, duties and Servicing Agreementliabilities arising after such Service Transfer; provided, however, that (i) the Indenture Trustee (or, if no Notes are outstanding, the Owner Trustee) or any successor Servicer will not assume any obligations of CITSF pursuant to Section 3.02 hereof or be obligated to deposit any net loss on an investment directed by a predecessor Servicer pursuant to Section 5.01(b) hereof, and (ii) the Indenture Trustee (or, if no Notes are outstanding, the Owner Trustee) or any successor Servicer shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by CITSF of any of its obligations contained herein or in any related document or agreement. The Indenture Trustee and any successor Servicer shall have no responsibility for failure of CITSF and any predecessor Servicer to deliver to the Indenture Trustee or such successor Servicer any property or funds belonging to the Trust, including but not limited to the funds, records, Contracts and Contract Files. As compensation therefor, the Indenture Trustee shall shall, except as provided in this Section 9.02, be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, the Indenture Trustee (or, if no Notes are outstanding, the Owner Trustee) or any successor Servicer may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, Eligible Servicer as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding the foregoing sentence, so long as the Insurer is the Controlling Party, the Insurer shall have the right to designate any successor Servicer. Notwithstanding anything herein nor in the Indenture to the contrary, in no event shall the Indenture Trustee or the successor Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the Pooling and Servicing Agreementtransactions set forth or provided for therein. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee (or, if no Notes are outstanding, the Owner Trustee) may make such arrangements for the compensation of such successor out of payments on Receivables Contracts as it and such successor shall agree; provided, however, that no such compensation shall shall, without the written consent of not less than 66-2/3% of the principal amount of the Notes and Certificate Balance of the Certificates, be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing AgreementFee calculated based on a Servicing Fee Rate of 1.00%. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Master Servicer's receipt of notice of termination pursuant to Section 7.028.01 or resignation pursuant to Section 7.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that the Indenture Trustee shall not be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or be subject to any obligation of the Master Servicer to indemnify or hold harmless any Person as set forth in this Agreement and arising from the Pooling and Servicing Agreementacts or omissions of the previous Master Servicer. As compensation therefor, 68 74 the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had shall have been given including given. If, however, a bankruptcy trustee or similar official has been appointed for the Basic Servicing FeeMaster Servicer, Investment Earnings and Supplemental Servicing Feesno Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee, Insurer or the Noteholders (or Certificateholders) from effecting a transfer of servicing. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) any established financial institution, having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. 50,000,000 and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes shall include the servicing of motor vehicle related receivablesretail installment sales contracts, as the successor to the Master Servicer under this Agreement and Agreement. Pending appointment of any such successor Master Servicer, the Pooling and Servicing Agreement Indenture Trustee shall act in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreementsuch capacity as provided above. In connection with such appointment and assumptionappointment, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as Contracts it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under this Agreement and without the Pooling and Servicing Agreementconsent of the Insurer. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.027.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreementhereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appointthe Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, a successor (i) any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 50,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the Pooling transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Servicer shall provide written notice to the Depositor of such successor servicer and Servicing Agreement(y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Servicer. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation ). The appointment of a successor Servicer shall be in excess not affect any liability of that permitted the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and the Pooling and Servicing AgreementIndenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with . (b) Any successor, including the resignation Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Trust, and (ii) maintain in force an insurance policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the appointment same extent as the Servicer maintained as of a the date hereof, as the same may have been increased from time to time. No successor Servicer will be paid servicer shall have the right to retain and commingle payments on, and collections in respect of, the Mortgage Loans with its own funds pursuant to Section 3.02(d) unless (i) consented to in writing by the Indenture Trustee from amounts Insurer and (ii) such commingling will not result in a downgrade, qualification or withdrawal of the Trust Estatethen current ratings of the Class A Notes, without regard to the Insurance Policy, as evidenced in writing by each Rating Agency.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.028.2, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, the Indenture Trustee may, if it shall be is unwilling to so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointfor the appointment of, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long long-term unsecured debt rating that falls within an investment grade category from Moody’s of at least Baa3 (unless such requirement is expressly waived by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings ServicesMoody’s) and (iii) whose regular business includes the servicing of motor vehicle related dealer floor plan automotive receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing AgreementAgreement (except that such successor shall not be liable for any liabilities incurred by any predecessor Servicer). Any successor to the Servicer shall automatically agree to be bound by the terms and provisions of any Specified Support Arrangement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Collections as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. (b) All authority and power granted to any successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 7.1 of the Trust Agreement, and shall pass to and be vested in the Depositor and, without limitation, the Depositor is hereby authorized and empowered to execute and deliver, on behalf of the successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. Costs associated The successor Servicer agrees to cooperate with the resignation Depositor in effecting the termination of the responsibilities and rights of the successor Servicer under this Agreement and the appointment of a Pooling and Servicing Agreement. The successor Servicer will be paid by shall transfer to the Indenture Trustee from amounts Depositor its electronic records relating to the Accounts and the Receivables serviced hereunder in such electronic form as the Depositor may reasonably request and shall transfer to the Depositor all other records, correspondence and documents in the Trust Estatemanner and at such times as the Depositor shall reasonably request. To the extent that compliance with this Section 8.3 shall require the successor Servicer to disclose to the Depositor information of any kind which the successor Servicer deems to be confidential, the Depositor shall be required to enter into such customary licensing and confidentiality agreements as the successor Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.028.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement Agreement; provided, however, that the predecessor Servicer shall remain liable for, and the Pooling successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and Servicing Agreementprovided, further, that NFC shall remain liable for all such indemnification obligations of the Servicer without regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including including, but not limited to, the Basic Total Servicing Fee, Investment Earnings Fee and Supplemental Servicing FeesFees and shall be entitled to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, 100,000,000 and (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related medium and heavy duty truck, bus and trailer receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.026.01 or sends a notice pursuant to Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the representations and warranties of the Pooling and Servicing AgreementServicer; provided, however, that the Indenture Trustee, as successor Servicer, shall be required to make any required Advances to the extent that the Servicer failed to make such Advances. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feesgiven. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, appoint, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, a successor (i) bank or other mortgage loan servicer having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, 10,000,000 as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement hereunder; provided, that any such successor Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the Pooling and Servicing Agreementappointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such Mortgage Loans in an amount equal to the compensation shall be in excess of that permitted which the Servicer under this Agreement and would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such successionagree). Costs associated with the resignation of the Servicer and the The appointment of a successor Servicer will be paid by shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance (b) Any successor, including the Indenture Trustee from amounts on behalf of the Bondholders, to the Servicer as servicer shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of the Bondholders and the Bond Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the Trust Estateperformance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.11. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder. Section 6.03.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.026.01 hereof, the Indenture Trustee shall shall, to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities (except for liabilities of the predecessor Master Servicer) relating thereto placed on the Master Servicer by the terms and provisions of this Agreement hereof and applicable law including the Pooling and Servicing Agreementobligation to make advances pursuant to Section 4.01. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of all fees, costs and expenses relating to the Collection Account or otherwise) as Mortgage Loans that the Master Servicer would have been entitled to under this Agreement if no such notice of termination the Master Servicer had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Feescontinued to act hereunder. Notwithstanding the aboveforegoing, if the Indenture Trustee has become the successor to the Master Servicer in accordance with Section 6.01 hereof, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth any established mortgage loan servicing institution the appointment of which does not less than $100,000,000, (ii) which has a long term unsecured debt adversely affect the then current rating that falls within an investment grade category of the Notes by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, each Rating Agency as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any successor Master Servicer shall be an institution that is a Fxxxxx Mxx and Fxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and that is willing to service the Mortgage Loans and executes and delivers to the Issuer and the Indenture Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than liabilities and indemnities of the Master Servicer under Section 5.03 hereof incurred prior to termination of the Master Servicer under Section 6.01), with like effect as if originally named as a party to this Agreement Agreement; and provided further that each Rating Agency acknowledges that its rating of the Pooling Notes in effect immediately prior to such assignment and Servicing Agreementdelegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of a successor to the Master Servicer hereunder shall be effective until the Indenture Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Noteholder. The Indenture Trustee shall not resign as master servicer until a successor master servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee, unless the Indenture Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Mortgage Loans as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Master Servicer under this Agreement and the Pooling and Servicing Agreementhereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated Neither the Indenture Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. (b) In connection with the termination or resignation of the Master Servicer and hereunder, either (i) the appointment of a successor Servicer will be paid by Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from amounts MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall cooperate with the successor Master Servicer in causing to be filed any such assignment in the Trust Estateappropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (b). The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.027.01 or gives notice of its resignation under clause (i) of Section 6.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof provided, however, that any liability of this Agreement the Indenture Trustee in its capacity as successor master servicer shall be limited to the extent such liability results from an inability to fulfill its responsibilities and duties as successor master servicer due to any failure on the Pooling part of the original Master Servicer to deliver the documentation and Servicing Agreementcash amounts referred to in Section 7.01 or otherwise fulfill its obligations hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given including given, including, without limitation, any investment earnings on any Eligible Investments hereunder to which the Basic Servicing Fee, Investment Earnings and Supplemental Servicing FeesMaster Servicer would have been entitled. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution that is then servicing a successor (i) __________ loan portfolio and having all licenses, permits and approvals required by applicable law, and a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, ________ as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement and hereunder. Pending appointment of a successor to the Pooling and Servicing AgreementMaster Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Receivables ____________ Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.08 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement). The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the The appointment of a successor Servicer will be paid by Master Servicer, including the Indenture Trustee from amounts Trustee, shall not affect any liability of a predecessor Master Servicer that may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer, including the Indenture Trustee, be liable for any acts or omissions of any predecessor Master Servicer or for any breach by such predecessor Master Servicer or the Depositor of any of their representations or warranties contained herein or in any related document or agreement. (b) Any successor, including the Indenture Trustee, to the Master Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the __________ Loans for the benefit of the Holders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the Trust Estateperformance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.12.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services and Xxxxx’x Investors Service, Inc. or is otherwise acceptable to Standard & Poor’s Ratings Services and Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.027.02 or the resignation of the Servicer in accordance with Section 10.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement hereof and the Pooling Servicer shall be relieved of such responsibilities, duties and Servicing Agreementliabilities arising after such Service Transfer; provided, however, that (i) the Indenture Trustee will not assume any -------- ------- obligations of the Company pursuant to Section 3.05 and (ii) the Indenture Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Indenture Trustee shall be entitled to such receive reasonable compensation (whether payable out not in excess of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Monthly Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, Eligible Servicer as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and hereunder. Pending appointment of a successor to the Pooling and Servicing AgreementServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall be in excess -------- ------- shall, without the written consent of that permitted 100% of the Servicer under this Agreement and Noteholders, exceed the Pooling and Monthly Servicing AgreementFee. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.