Common use of Performance of Obligations; Servicing of Receivables Clause in Contracts

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in each case as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have actual knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator Trustee in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default, and the Indenture Trustee shall promptly notify the Administrator of such Servicer Default and proposed actions of the Issuer, and the Administrator shall provide such notice to the Rating Agencies. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, or if the Servicer resigns in accordance with Section 7.05 of the Sale and Servicing Agreement, the Issuer may (subject Indenture Trustee shall give prompt written notice of such event to the rights of Noteholders and the Administrator and the Administrator shall provide such notice to the Rating Agencies. The Indenture Trustee shall act to direct such appointment appoint a successor servicer pursuant to Section 8.2 8.02 of the Sale and Servicing Agreement) appoint Agreement (any such successor servicer, a successor servicer (the “Successor Servicer”), and . Any such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 25,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts automobile and/or light-duty truck receivables, as the successor to the Servicer under the Sale and (ii) enter into a servicing agreement Servicing Agreement, in accordance with the Issuer having substantially the same provisions as the provisions of Section 8.02 of the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliatesa subservicer; provided, however, that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreementsubservicer. (f) Upon any termination Without derogating from the absolute nature of the Servicerassignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not enter into any amendment, modification, supplement or waiver with respect to any Basic Document except (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder or to add, modify or eliminate any provisions as may be necessary or advisable in order to enable the Seller, the Servicer or any of their Affiliates to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle (whether now or in the future in effect); provided, however, that such action shall not, as evidenced by an Officer’s rights Certificate delivered by the Servicer to the Owner Trustee and powers pursuant the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder; (ii) for the purpose of changing the formula or percentage for determining the Specified Reserve Account Balance, but not to change any order of priority of payments and distributions specified in Section 8.1 5.06 of the Sale and Servicing Agreement), changing the remittance schedule for the deposit of collections with respect to the Receivables in the Collection Account pursuant to Section 5.02 of the Sale and Servicing Agreement or changing the definition of Eligible Investment, in each case only if the Rating Agency Condition has been satisfied in respect thereof; or (iii) with the consent of the Indenture Trustee and satisfaction of all other conditions precedent to such action set forth in the related Basic Document. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, as applicable, the Issuer shall agrees, promptly notify the Depositor, following a request by the Indenture TrusteeTrustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Administrator Indenture Trustee may deem necessary or appropriate in the circumstances to implement such amendment and to cause the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by relevant Basic Documents, as amended, to be enforceable against the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in each case as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have actual knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator Trustee in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default, and the Indenture Trustee shall promptly notify the Administrator of such Servicer Default and proposed actions of the Issuer, and the Administrator shall provide such notice to the Rating Agencies. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, or if the Servicer resigns in accordance with Section 7.05 of the Sale and Servicing Agreement, the Issuer may (subject Indenture Trustee shall give prompt written notice of such event to the rights of Noteholders and the Administrator and the Administrator shall provide such notice to the Rating Agencies. The Indenture Trustee shall act to direct such appointment appoint a successor servicer pursuant to Section 8.2 8.02 of the Sale and Servicing Agreement) appoint Agreement (any such successor servicer, a successor servicer (the “Successor Servicer”), and . Any such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 25,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts automobile and/or light-duty truck receivables, as the successor to the Servicer under the Sale and (ii) enter into a servicing agreement Servicing Agreement, in accordance with the Issuer having substantially the same provisions as the provisions of Section 8.02 of the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliatesa subservicer; provided, however, that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreementsubservicer. (f) Upon any termination Without derogating from the absolute nature of the Servicer’s assignment granted to the Indenture Trustee under this Indenture or the rights and powers pursuant to Section 8.1 of the Sale and Servicing AgreementIndenture Trustee hereunder, the Issuer shall promptly notify agrees that it will not enter into any amendment, modification, supplement or waiver with respect to any Basic Document except in accordance with the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing terms of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor ServicerBasic Document. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in each case as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have actual knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator Trustee in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default, and the Indenture Trustee shall promptly notify the Administrator of such Servicer Default and proposed actions of the Issuer, and the Administrator shall provide such notice to the Rating Agencies. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, or if the Servicer resigns in accordance with Section 7.05 of the Sale and Servicing Agreement, the Issuer may (subject Indenture Trustee shall give prompt written notice of such event to the rights of Noteholders and the Administrator and the Administrator shall provide such notice to the Rating Agencies. The Indenture Trustee shall act to direct such appointment appoint a successor servicer pursuant to Section 8.2 8.02 of the Sale and Servicing Agreement) appoint Agreement (any such successor servicer, a successor servicer (the “Successor Servicer”), and . Any such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 25,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts automobile and/or light-duty truck receivables, as the successor to the Servicer under the Sale and (ii) enter into a servicing agreement Servicing Agreement, in accordance with the Issuer having substantially the same provisions as the provisions of Section 8.02 of the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliatesa subservicer; provided, however, that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreementsubservicer. (f) Upon any termination Without derogating from the absolute nature of the Servicerassignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not enter into any amendment, modification, supplement or waiver with respect to any Basic Document except (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder or to add, modify or eliminate any provisions as may be necessary or advisable in order to enable the Seller, the Servicer or any of their Affiliates to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle (whether now or in the future in effect); provided, however, that such action shall not, as evidenced by an Officer’s rights Certificate delivered by the Servicer to the Owner Trustee and powers pursuant the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder; (ii) for the purpose of changing the formula or percentage for determining the Specified Reserve Account Balance, but not to change any order of priority of payments and distributions specified in Section 8.1 5.06 of the Sale and Servicing Agreement), changing the remittance schedule for the deposit of collections with respect to the Receivables in the Collection Account pursuant to Section 5.02 of the Sale and Servicing Agreement or changing the definition of Eligible Investment, in each case only if the Rating Agency Condition has been satisfied in respect thereof; or (iii) with the consent of the Indenture Trustee and satisfaction of all other conditions precedent to such action set forth in the related Basic Document (as evidenced by an Opinion of Counsel). If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, as applicable, the Issuer shall agrees, promptly notify the Depositor, following a request by the Indenture TrusteeTrustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Administrator Indenture Trustee may deem necessary or appropriate in the circumstances to implement such amendment and to cause the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by relevant Basic Documents, as amended, to be enforceable against the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in each case as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have actual knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator Trustee in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default, and the Indenture Trustee shall promptly notify the Administrator of such Servicer Default and proposed actions of the Issuer, and the Administrator shall provide such notice to the Rating Agencies. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, or if the Servicer resigns in accordance with Section 7.05 of the Sale and Servicing Agreement, the Issuer may (subject Indenture Trustee shall give prompt written notice of such event to the rights Noteholders and the Administrator and the Administrator shall provide such notice to the Rating Agencies. The Indenture Trustee shall (at the written direction of the Indenture Trustee Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class) act to direct such appointment appoint a successor servicer pursuant to Section 8.2 8.02 of the Sale and Servicing Agreement) appoint Agreement (any such successor servicer, a successor servicer (the “Successor Servicer”), and . Any such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture TrusteeTrustee shall, if it shall be unwilling or legally unable so to act, appoint (at the written direction of the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class) shall (i) be an or petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 25,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts automobile and/or light-duty truck receivables, as the successor to the Servicer under the Sale and (ii) enter into a servicing agreement Servicing Agreement, in accordance with the Issuer having substantially the same provisions as the provisions of Section 8.02 of the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliatesa subservicer; provided, however, that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreementsubservicer. (f) Upon any termination Without derogating from the absolute nature of the Servicer’s assignment granted to the Indenture Trustee under this Indenture or the rights and powers pursuant to Section 8.1 of the Sale and Servicing AgreementIndenture Trustee hereunder, the Issuer shall promptly notify agrees that it will not enter into any amendment, modification, supplement or waiver with respect to any Basic Document except in accordance with the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing terms of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor ServicerBasic Document. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s its material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction DocumentsBasic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Terminationa Servicer Termination Event, the Issuer it shall promptly notify the Depositor, the Indenture TrusteeTrustee and each Rating Agency, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer it is taking in with respect of to such default. If an a Servicer Termination Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible On or after the giving receipt by the Servicer of notice of a Servicer Termination Event and the termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 7.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights all authority and power of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trusteeshall, without further action, shall pass to and be vested in the successor to the Servicer Indenture Trustee in all respects in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Successor Servicer by giving written notice of such resignation to the Issuer Depositor and the Owner Trustee and in such event shall will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with Servicer assumes the Issuer obligations under the Sale and Servicing Agreement as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicernotice, the Indenture Trustee may shall appoint, or may petition a court of competent jurisdiction to appoint, a new Servicer as the Successor Servicer. In the case of either the appointment of the Indenture Trustee (or any Affiliate as provided below) as Successor Servicer, or resignation of the Indenture Trustee as Servicer, the Indenture Trustee shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Servicer or the resignation of the Servicer. Any Successor Servicer other than the Indenture Trustee shall be an Eligible Servicer. In connection with any such appointmentappointment by the Indenture Trustee of a Successor Servicer, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agreeagree with, subject to the limitations set forth below and in the Sale and Servicing Agreement, Agreement and, in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement, the Issuer Successor Servicer shall enter into an agreement with such successor for assume the servicing obligations and duties of the Receivables (such agreement to be in form terminated Servicer under the Sale and substance satisfactory to the Indenture Trustee)Servicing Agreement. If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables Servicer as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its AffiliatesAffiliates or agents; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate or agent in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the The Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Depositor and the Rating Agencies Trustees in writing of such termination. Upon (i) any termination of the Servicer pursuant to the Sale and Servicing Agreement and (ii) the appointment of a each Successor Servicer by the IssuerServicer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the including its name and address of such Successor Serviceraddress. (g) The Issuer shall not waive timely performance or observance by the Depositor, the Seller Servicer or the Servicer Seller of their respective duties or obligations under the Transaction Basic Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Owner Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties, it shall not be liable for its failure to perform such duties if such failure is a result of the Servicer’s failure to deliver all documents and data required for servicing of the Receivables. If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after If an Event of Servicing Termination shall have occurred and be continuing, the giving Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, in each case by notice of termination then given in writing to the Depositor, the Servicer of and the Servicer’s rights Backup Servicer (with a copy to the Indenture Trustee and powers the Owner Trustee if given by the Noteholders), may, pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to terminate all of the rights and obligations of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Backup Servicer, the Administrator and the Rating Agencies in writing of such termination. Upon the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s its material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction DocumentsBasic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Terminationa Servicer Termination Event, the Issuer it shall promptly notify notify, in writing, the Depositor, the Indenture TrusteeTrustee and each Rating Agency, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer it is taking in with respect of to such default. If an a Servicer Termination Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible On or after the giving receipt by the Servicer of notice of a Servicer Termination Event and the termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 7.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights all authority and power of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trusteeshall, without further action, shall pass to and be vested in the successor to the Servicer Indenture Trustee in all respects in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Successor Servicer by giving written notice of such resignation to the Issuer Depositor and the Owner Trustee and in such event shall will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with Servicer assumes the Issuer obligations under the Sale and Servicing Agreement as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicernotice, the Indenture Trustee may shall appoint, or may petition a court of competent jurisdiction to appoint, a new Servicer as the Successor Servicer. In the case of either the appointment of the Indenture Trustee (or any Affiliate as provided below) as Successor Servicer, or resignation of the Indenture Trustee as Servicer, the Indenture Trustee shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Servicer or the resignation of the Servicer. Any Successor Servicer other than the Indenture Trustee shall be an Eligible Servicer. In connection with any such appointmentappointment by the Indenture Trustee of a Successor Servicer, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agreeagree with, subject to the limitations set forth below and in the Sale and Servicing Agreement, Agreement and, in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement, the Issuer Successor Servicer shall enter into an agreement with such successor for assume the servicing obligations and duties of the Receivables (such agreement to be in form terminated Servicer under the Sale and substance satisfactory to the Indenture Trustee)Servicing Agreement. If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables Servicer as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its AffiliatesAffiliates or agents; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate or agent in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the The Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Depositor and the Rating Agencies Trustees in writing of such termination. Upon (i) any termination of the Servicer pursuant to the Sale and Servicing Agreement and (ii) the appointment of a each Successor Servicer by the IssuerServicer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the including its name and address of such Successor Serviceraddress. (g) The Issuer shall not waive timely performance or observance by the Depositor, the Seller Servicer or the Servicer Seller of their respective duties or obligations under the Transaction Basic Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event thereof, and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s 's duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall not agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Holders of a majority in Outstanding Amount of the Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or the Basic Documents, or waive timely performance or observance by the DepositorServicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the Noteholders or change the Interest Rate or the Specified Reserve Account Balance (except as otherwise provided in the Basic Documents), in each case without the consent of each of the "adversely affected" Noteholders, or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, the Seller Issuer agrees, promptly following a request by the Indenture Trustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the Servicer circumstances to implement such amendment and to cause the relevant Basic Documents, as amended, to be enforceable against the Issuer. For the purposes of their respective obligations under the Transaction Documents clause (ii) above, an amendment will be deemed not to "adversely affect" a Noteholder of any Class only if each Rating Agency confirms that such waiver would reasonably be expected to materially adversely affect the interests amendment will not result in a reduction or withdrawal of the Noteholdersits rating on such Class of Notes.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event thereof, and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall not agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Holders of a majority in Outstanding Amount of the Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by the Issuer, NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by the Issuer, NARC II, NMAC or any of their Affiliates), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or the Basic Documents, or waive timely performance or observance by the DepositorServicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the Noteholders or change the Interest Rate or the Specified Reserve Account Balance (except as otherwise provided in the Basic Documents), in each case without the consent of each of the “adversely affected” Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, the Seller Issuer agrees, promptly following a request by the Indenture Trustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the Servicer circumstances to implement such amendment and to cause the relevant Basic Documents, as amended, to be enforceable against the Issuer. For the purposes of their respective obligations under clause (ii) above, an amendment will be deemed not to “adversely affect” a Noteholder of any Class, only if the Transaction Documents if Rating Agency Condition with respect to such waiver would reasonably be expected to materially adversely affect the interests of the Noteholdersamendment shall have been satisfied.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and or the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will and will cause the Administrator to, punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Terminationa Servicer Termination Event, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Trustee and each Rating Agencies and the Administrator Agency in writing of such event event, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an a Servicer Termination Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 8.1 7.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 7.02 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, Trustee without further action, action shall be the successor to the Servicer in all respects in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Successor Servicer by giving written notice of such resignation to the Issuer and in such event shall will be released from such duties and obligations, such release not to be effective until the date a new servicer Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer Servicer as the Successor Servicer under the Sale and Servicing AgreementServicer. Any Successor Servicer (other than the Indenture Trustee) Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of retail motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer and the Depositor having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, If within thirty (30) 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicerServicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agreeagree with, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables Servicer as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, except as otherwise provided in the proviso to Section 6.01(a), the provisions of Article VI Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its AffiliatesAffiliates or agents; provided, however, provided that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate or agent in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the The Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustees and the Rating Agencies in writing of such termination. Upon (i) any termination of the Servicer pursuant to the Sale and Servicing Agreement and (ii) the appointment of a each Successor Servicer by the IssuerServicer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice including the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance or observance by the Depositor, the Seller Servicer or the Servicer Seller of their respective duties or obligations under the Transaction Basic Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Insurer and the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer acceptable to the Insurer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture TrusteeTrustee and the Insurer). If the Indenture Trustee shall succeed to the Servicer’s 's duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Insurer and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Insurer and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents without the prior written consent of the Insurer (if no Insurer Default shall have occurred and be continuing) or if such waiver would reasonably be expected to materially adversely affect the interests of the NoteholdersNoteholders or the Insurer.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may [shall][may] (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint [the Backup Servicer as] a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture TrusteeTrustee [and the Backup Servicer,]) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, [the Administrator Backup Servicer,] the Administrator, [the Swap Counterparty] and the Rating Agencies in writing of such termination. Upon [the Backup Servicer becoming the Servicer or] any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Administrator, [the Swap Counterparty] and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in each case as expressly provided in this Indenture the Basic Documents and the other Transaction DocumentsInterest Rate Swap Agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event Trustee and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default, and the Indenture Trustee shall promptly notify the Rating Agencies of such Servicer Default and proposed actions of the Issuer. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, or if the Servicer resigns in accordance with the terms of the Sale and Servicing Agreement, the Issuer may (subject Indenture Trustee shall give prompt written notice of such event to the rights of the Indenture Trustee Noteholders and each Rating Agency and shall act to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “"Successor Servicer”"), and . Any such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts automobile and/or light-duty truck receivables, as the successor to the Servicer under the Sale and (ii) enter into a servicing agreement Servicing Agreement, in accordance with the Issuer having substantially the same provisions as the provisions of Section 8.02 of the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s 's duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; providedaffiliates, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions Affiliate. (f) Without derogating from the absolute nature of this Indenture the assignment granted to the contrary, in no event shall the Indenture Trustee be liable for under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not enter into any servicing fee amendment, modification, supplement or waiver with respect to any Basic Document and the Interest Rate Swap Agreement except (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any differential provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders, the Holder of the Revolving Liquidity Note, the Swap Counterparty or the Certificateholder, and in each case with the consent of the Indenture Trustee (but without the consent of any of the Noteholders or the Certificateholder) and delivery of an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, to the effect that such action will not adversely affect in any material respect the interests of any Noteholder, the Holder of the Revolving Liquidity Note, the Swap Counterparty or the Certificateholder; (ii) for the purpose of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded, changing the remittance schedule for the deposit of collections with respect to the Receivables in the amount Collection Account or Payahead Account pursuant to Section 5.02 of the servicing fee paid under the Sale and Servicing Agreement or changing the definition of Eligible Investment, in each case with the consent of the Indenture Trustee (but without the consent of any of the Noteholders, the Holder of the Revolving Liquidity Note, the Swap Counterparty or the Certificateholder) if the Indenture Trustee and/or the Owner Trustee, as the case may be, has received a letter from each Rating Agency to the effect that such Rating Agency will not qualify, reduce or withdraw the rating it has currently assigned to any Class of Notes as a result of such amendment (provided that no such amendment may increase or reduce in any manner or accelerate or delay the timing of collections on the Receivables or payments required to be made to any Class of Notes or the Certificate without the consent of all Holders of each affected Class); or (iii) with the consent of the Indenture Trustee and satisfaction of all other conditions precedent to such action set forth in the related Basic Document and the amount necessary Interest Rate Swap Agreement. If any such amendment, modification, supplement or waiver shall be so consented to induce any Successor Servicer to act by the Indenture Trustee or such Holders, as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreementapplicable, the Issuer shall agrees, promptly notify the Depositor, following a request by the Indenture TrusteeTrustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Administrator Indenture Trustee may deem necessary or appropriate in the circumstances to implement such amendment and to cause the relevant Basic Documents and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by Interest Rate Swap Agreement, as amended, to be enforceable against the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in each case as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have actual knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator Trustee in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default, and the Indenture Trustee shall promptly notify the Rating Agencies of such Servicer Default and proposed actions of the Issuer. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, or if the Servicer resigns in accordance with Section 7.05 of the Sale and Servicing Agreement, the Issuer may (subject Indenture Trustee shall give prompt written notice of such event to the rights of the Indenture Trustee Noteholders and each Rating Agency and shall act to direct such appointment appoint a successor servicer pursuant to Section 8.2 8.02 of the Sale and Servicing Agreement) appoint Agreement (any such successor servicer, a successor servicer (the “Successor Servicer”), and . Any such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 25,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts automobile and/or light-duty truck receivables, as the successor to the Servicer under the Sale and (ii) enter into a servicing agreement Servicing Agreement, in accordance with the Issuer having substantially the same provisions as the provisions of Section 8.02 of the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliatesa subservicer; provided, however, that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreementsubservicer. (f) Upon any termination Without derogating from the absolute nature of the Servicerassignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not enter into any amendment, modification, supplement or waiver with respect to any Basic Document except (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder or to add, modify or eliminate any provisions as may be necessary or advisable in order to enable the Seller, the Servicer or any of their Affiliates to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle (whether now or in the future in effect); provided, however, that such action shall not, as evidenced by an Officer’s rights Certificate delivered by the Servicer to the Owner Trustee and powers pursuant the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder; (ii) for the purpose of changing the formula or percentage for determining the Specified Reserve Account Balance, but not to change any order of priority of payments and distributions specified in Section 8.1 5.06 of the Sale and Servicing Agreement), changing the remittance schedule for the deposit of collections with respect to the Receivables in the Collection Account pursuant to Section 5.02 of the Sale and Servicing Agreement or changing the definition of Eligible Investment, in each case only if the Rating Agency Condition has been satisfied in respect thereof; or (iii) with the consent of the Indenture Trustee and satisfaction of all other conditions precedent to such action set forth in the related Basic Document. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, as applicable, the Issuer shall agrees, promptly notify the Depositor, following a request by the Indenture TrusteeTrustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Administrator Indenture Trustee may deem necessary or appropriate in the circumstances to implement such amendment and to cause the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by relevant Basic Documents, as amended, to be enforceable against the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event thereof, and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall not agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Holders of a majority in Outstanding Amount of the Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or the Basic Documents, or waive timely performance or observance by the DepositorServicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the Noteholders or change the Interest Rate or the Specified Reserve Account Balance (except as otherwise provided in the Basic Documents), in each case without the consent of each of the “adversely affected” Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, the Seller Issuer agrees, promptly following a request by the Indenture Trustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the Servicer circumstances to implement such amendment and to cause the relevant Basic Documents, as amended, to be enforceable against the Issuer. For the purposes of their respective obligations under the Transaction Documents clause (ii) above, an amendment will be deemed not to “adversely affect” a Noteholder of any Class, only if each Rating Agency confirms that such waiver would reasonably be expected to materially adversely affect the interests amendment will not result in a reduction or withdrawal of the Noteholdersits rating on such Class of Notes.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Owner Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. 16 (NAROT 2019-C Indenture) In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties, it shall not be liable for its failure to perform such duties if such failure is a result of the Servicer’s failure to deliver all documents and data required for servicing of the Receivables. If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such 13 (Nissan 2015-A Indenture) Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after If an Event of Servicing Termination shall have occurred and be continuing, the giving Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, in each case by notice of termination then given in writing to the Depositor, the Servicer of and the Servicer’s rights Backup Servicer (with a copy to the Indenture Trustee and powers the Owner Trustee if given by the Noteholders), may, pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to terminate all of the rights and obligations of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Backup Servicer, the Administrator and the Rating Agencies in writing of such termination. Upon the Backup Servicer becoming the Servicer or any appointment of a successor Servicer (a “Successor Servicer Servicer”) by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Owner Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. 14 (NAROT 2017-A Indenture) In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Owner Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. 14 (NAROT 2016-A Indenture) In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after If an Event of Servicing Termination shall have occurred and be continuing, the giving Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, in each case by notice of termination then given in writing to the Depositor, the Servicer of and the Servicer’s rights Backup Servicer (with a copy to the Indenture Trustee and powers the Owner Trustee if given by the Noteholders), may, pursuant to Section Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to terminate all of the rights and obligations of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Backup Servicer, the Administrator and the Rating Agencies in writing of such termination. Upon the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture Indenture, the Transfer and the Servicing Agreement or such other Transaction Documentsinstrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale Transfer and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Transfer and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event thereof, and shall specify in such notice the action, if any, the Issuer is taking in with respect of to such default. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale Transfer and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination of the Servicer's rights and powers has been given to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale Transfer and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts Contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale Transfer and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Servicer which is being replaced by such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s 's duties as servicer of the Receivables as provided hereinherein and in the Transfer and Servicing Agreement, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and in connection with the Indenture Trustee's servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale Transfer and Servicing Agreement, the Indenture Trustee shall be entitled to receive the Servicing Fee in accordance with the Basic Documents (so long as it is acting as Servicer) and shall also be entitled to appoint as Servicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Servicer, it shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer(Reserved.) (g) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it shall not not, without the prior written consent of the Indenture Trustee or the Majority Noteholders, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Transfer and Servicing Agreement) or the Basic Documents, or waive timely performance or observance by any Person under the Basic Documents; and (ii) that any such amendment, modification, waiver, supplement, termination or surrender shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes. If any such amendment, modification, waiver, supplement, termination or surrender shall be so consented to by the DepositorIndenture Trustee or such Holders, the Seller Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholderscircumstances.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s 's duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Owner Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture TrusteeTrustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may 15 (NAROT 2017-C Indenture) shall (i) be an petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties, it shall not be liable for its failure to perform such duties if such failure is a result of the Servicer’s failure to deliver all documents and data required for servicing of the Receivables. If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Owner Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall 14 (NAROT 2020-A Indenture) agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties, it shall not be liable for its failure to perform such duties if such failure is a result of the Servicer’s failure to deliver all documents and data required for servicing of the Receivables. If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Owner Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. 14 (NAROT 2016-B Indenture) In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Owner Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. 14 (NAROT 2016-C Indenture) In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Owner Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. 15 (NAROT 2017-B Indenture) In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and or the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will and will cause the Administrator to, punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Terminationa Servicer Termination Event, the Issuer shall promptly notify the Depositor, the Indenture TrusteeTrustee and each Rating Agency, the Rating Agencies and the Administrator in writing of such event event, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an a Servicer Termination Event of Servicing Termination shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 8.1 7.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 7.02 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Master Servicer”), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Master Servicer has not been appointed or and has not accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Indenture Trustee, Trustee without further action, action shall be the successor to the Master Servicer in all respects in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and the Depositor and in such event shall will be released from such duties and obligations, such release not to be effective until the date a new servicer Master Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer Master Servicer as the Successor Servicer Master Servicer. In each case of either the appointment of the Indenture Trustee (or any Affiliate as provided below) as Successor Master Servicer, or resignation of the Indenture Trustee as Master Servicer, the Indenture Trustee shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Sale and Servicing AgreementExchange Act with respect to a Successor Master Servicer or the resignation of the Master Servicer. Any Successor Master Servicer (other than the Indenture Trustee) Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of retail motor vehicle installment sale contracts and contracts, (ii) enter into a servicing agreement with the Issuer and the Depositor having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer, and (iii) shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Master Servicer. If, If within thirty (30) 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicerMaster Servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agreeagree with, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables Master Servicer as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, except as otherwise provided in the proviso to Section 6.01(a), the provisions of Article VI Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Master Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Master Servicer any one of its AffiliatesAffiliates or agents; provided, however, provided that the Indenture Trustee, in its capacity as the Master Servicer, shall be fully liable for the actions and omissions of such Affiliate or agent in such capacity as Successor Master Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Master Servicer to act as Successor Master Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the The Issuer shall promptly notify the Depositor, the Indenture TrusteeTrustees, the Administrator Swap Counterparty and the Rating Agencies Agencies, in writing of such termination. Upon (i) any termination of the Master Servicer pursuant to the Sale and Servicing Agreement and (ii) the appointment of a each Successor Servicer by the IssuerMaster Servicer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice including the name and address of such Successor Master Servicer. (g) The Issuer shall not waive timely performance or observance by the Depositor, the Seller Master Servicer or the Servicer Seller of their respective duties or obligations under the Transaction Basic Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture the Indenture, the Transfer and the Servicing Agreement or such other Transaction Documentsinstrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this the Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this the Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this the Indenture, the other Transaction Documents and in the instruments and agreements included in relating to the Trust EstateCollateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale Indenture, the Transfer and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Transfer and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies thereof, and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in being taken with respect of to such default. If an Event of Servicing Termination shall arise a Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Sale Transfer and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) On and after the receipt by Servicer of a Termination Notice pursuant to Section 7.01 of the Transfer and Servicing Agreement, Servicer shall continue to perform all servicing functions under the Transfer and Servicing Agreement until the date specified in the Termination Notice or until a date mutually agreed upon by Servicer and Indenture Trustee. As promptly as possible after the giving of notice of termination a Termination Notice to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trusteeassumption. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects Trustee in accordance with Section 8.2 7.02 of the Sale Transfer and Servicing Agreement without further action shall automatically be appointed the Successor Servicer. Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 3.01(b) and Section 5.07 of the Transfer and Servicing Agreement. The Notwithstanding the foregoing, Indenture Trustee may resign as shall, if it is legally unable so to act, petition at the expense of Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appointappoint any established institution qualifying as an Eligible Servicer as the Successor Servicer. Indenture Trustee shall give prompt notice to each Rating Agency and each Enhancement Provider upon the appointment of a Successor Servicer. Upon its appointment, a the Successor Servicer shall be the successor in all respects to Servicer with respect to servicing functions under the Transfer and Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on Servicer after the date of such appointment by the terms and provisions thereof, and all references in the Indenture to Servicer shall be deemed to refer to the Successor Servicer. In connection with any such appointmentTermination Notice, the Indenture Trustee may make will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such arrangements a bid as a Successor Servicer for the compensation of such successor as it and such successor shall agreeservicing compensation, subject to the limitations set forth below and in Section 7.02 of the Sale Transfer and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreementfee. (f) Upon any termination Without derogating from the absolute nature of the Servicer’s assignment granted to Indenture Trustee under the Indenture or the rights of Indenture Trustee hereunder, Issuer agrees (i) that it will not, without the prior written consent of Indenture Trustee and powers pursuant to Section 8.1 Noteholders holding a majority of the Sale Outstanding Amount of each Series, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Transfer and Servicing Agreement) or the Transaction Documents (except to the extent otherwise provided in the Transaction Documents), the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not or waive timely performance or observance by the Depositor, the Seller Servicer or the Servicer Transferor of their respective obligations under the Transaction Documents if Transfer and Servicing Agreement (except to the extent otherwise provided therein); and (ii) that any such waiver would reasonably amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be expected to materially adversely affect made for the interests benefit of the Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by Indenture Trustee and such Noteholders, Issuer agrees, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as are necessary or appropriate in the circumstances.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Owner Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. 14 (NAROT 2019-B Indenture) In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties, it shall not be liable for its failure to perform such duties if such failure is a result of the Servicer’s failure to deliver all documents and data required for servicing of the Receivables. If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in 14 (Nissan 2015-C Indenture) its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (fe) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such terminationOwner Trustee. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing Owner Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and or the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will and will cause the Administrator to, punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Terminationa Servicer Termination Event, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Trustee and each Rating Agencies and the Administrator Agency in writing of such event event, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an a Servicer Termination Event of Servicing Termination shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s 's rights and powers pursuant to Section 8.1 7.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 7.02 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or and has not accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Indenture Trustee, Trustee without further action, action shall be the successor to the Master Servicer in all respects in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Successor Servicer by giving written notice of such resignation to the Issuer and the Depositor and in such event shall will be released from such duties and obligations, such release not to be effective until the date a new servicer Master Servicer enters into a servicing agreement with the Issuer as provided below. In each case of either the appointment of the Indenture Trustee (or any Affiliate as provided below) as Successor Servicer, or resignation of the Indenture Trustee as Servicer, the Indenture Trustee shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Servicer or the resignation of the Master Servicer. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer Master Servicer as the Successor Servicer under the Sale and Servicing AgreementServicer. Any Successor Servicer (other than the Indenture Trustee) Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of retail motor vehicle installment sale contracts and contracts, (ii) enter into a servicing agreement with the Issuer and the Depositor having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer and (iii) shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a successor Master Servicer. If, .. If within thirty (30) 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicerMaster Servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agreeagree with, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables Master Servicer as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, except as otherwise provided in the proviso to Section 6.01(a), the provisions of Article VI Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Master Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Master Servicer any one of its AffiliatesAffiliates or agents; provided, however, provided that the Indenture Trustee, in its capacity as the Master Servicer, shall be fully liable for the actions and omissions of such Affiliate or agent in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the The Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustees and the Rating Agencies in writing of such termination. Upon (i) any termination of the Master Servicer pursuant to the Sale and Servicing Agreement and (ii) the appointment of a each Successor Servicer by the IssuerServicer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice including the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance or observance by the Depositor, the Seller Master Servicer or the Servicer Seller of their respective duties or obligations under the Transaction Basic Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event thereof, and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall not agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Holders of a majority in Outstanding Amount of the Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or the Basic Documents, or waive timely performance or observance by the DepositorServicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the Noteholders or change the Interest Rate or the Specified Reserve Account Balance (except as otherwise provided in the Basic Documents), in each case without the consent of each of the “adversely affected” Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, the Seller Issuer agrees, promptly following a request by the Indenture Trustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the Servicer circumstances to implement such amendment and to cause the relevant Basic Documents, as amended, to be enforceable against the Issuer. For the purposes of their respective obligations under clause (ii) above, an amendment will be deemed not to “adversely affect” a Noteholder of any Class, only if the Transaction Documents if Rating Agency Condition with respect to such waiver amendment is satisfied. [Notwithstanding the foregoing, the Issuer may not amend any Basic Document in any way that would reasonably be expected to materially and adversely affect the interests rights of the Noteholders[Swap Counterparty][Cap Provider] without notice to the Rating Agencies and the consent of the [Swap Counterparty][Cap Provider]; provided that the [Swap Counterparty’s][Cap Provider’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Swap Counterparty’s][Cap Provider’s] consent will be deemed to have been given if the [Swap Counterparty][Cap Provider] does not object in writing within 10 days of receipt of a written request for such consent.]

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in each case as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event Trustee and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default, and the Indenture Trustee shall promptly notify the Rating Agencies of such Servicer Default and proposed actions of the Issuer. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, or if the Servicer resigns in accordance with the terms of the Sale and Servicing Agreement, the Issuer may (subject Indenture Trustee shall give prompt written notice of such event to the rights of the Indenture Trustee Noteholders and each Rating Agency and shall act to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “"Successor Servicer”"), and . Any such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts automobile and/or light-duty truck receivables, as the successor to the Servicer under the Sale and (ii) enter into a servicing agreement Servicing Agreement, in accordance with the Issuer having substantially the same provisions as the provisions of Section 8.02 of the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s 's duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; providedaffiliates, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions Affiliate. (f) Without derogating from the absolute nature of this Indenture the assignment granted to the contrary, in no event shall the Indenture Trustee be liable for under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not enter into any servicing fee amendment, modification, supplement or waiver with respect to any Basic Document except (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any differential provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders, the Holder of the Revolving Liquidity Note or the Certificateholder, and in each case with the consent of the Indenture Trustee (but without the consent of any of the Noteholders or the Certificateholder) and delivery of an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, to the effect that such action will not adversely affect in any material respect the interests of any Noteholder, the Holder of the Revolving Liquidity Note or the Certificateholder; (ii) for the purpose of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded, changing the remittance schedule for the deposit of collections with respect to the Receivables in the amount Collection Account or Payahead Account pursuant to Section 5.02 of the servicing fee paid under the Sale and Servicing Agreement and or changing the amount necessary to induce any Successor Servicer to act as Successor Servicer under definition of Eligible Investment, in each case with the Sale and Servicing Agreement. (f) Upon any termination consent of the Servicer’s rights and powers pursuant to Section 8.1 Indenture Trustee (but without the consent of any of the Sale Noteholders, the Holder of the Revolving Liquidity Note or the Certificateholder) if the Indenture Trustee and/or the Owner Trustee, as the case may be, has received a letter from each Rating Agency to the effect that such Rating Agency will not qualify, reduce or withdraw the rating it has currently assigned to any Class of Notes as a result of such amendment (provided that no such amendment may increase or reduce in any manner or accelerate or delay the timing of collections on the Receivables or payments required to be made to any Class of Notes or the Certificate without the consent of all Holders of each affected Class); or (iii) with the consent of the Indenture Trustee and Servicing Agreementsatisfaction of all other conditions precedent to such action set forth in the related Basic Document. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, as applicable, the Issuer shall agrees, promptly notify the Depositor, following a request by the Indenture TrusteeTrustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Administrator Indenture Trustee may deem necessary or appropriate in the circumstances to implement such amendment and to cause the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by relevant Basic Documents, as amended, to be enforceable against the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in each case as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event thereof, and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts automobile and/or light-duty truck receivables, as the successor to the Servicer under the Sale and (ii) enter into a servicing agreement Servicing Agreement, in accordance with the Issuer having substantially the same provisions as the provisions of Section 8.02 of the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s 's duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; providedaffiliates, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions Affiliate. (f) Without derogating from the absolute nature of this Indenture the assignment granted to the contrary, in no event shall the Indenture Trustee be liable for under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not enter into any servicing fee amendment, modification, supplement or waiver with respect to any Basic Document except (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any differential provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders, and in each case with the consent of the Indenture Trustee (but without the consent of any of the Noteholders or the Certificateholders) and delivery of an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, to the effect that such action will not adversely affect in any material respect the interests of any Noteholder or Certificateholder; (ii) for the purpose of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded, changing the remittance schedule for the deposit of collections with respect to the Receivables in the amount Collection Account or Payahead Account pursuant to Section 5.02 of the servicing fee paid under the Sale and Servicing Agreement and or changing the amount necessary to induce any Successor Servicer to act as Successor Servicer under definition of Eligible Investment, in each case with the Sale and Servicing Agreement. (f) Upon any termination consent of the Servicer’s rights and powers pursuant to Section 8.1 Indenture Trustee (but without the consent of any of the Sale Noteholders or the Certificateholders) if the Indenture Trustee and/or the Owner Trustee, as the case may be, has received a letter from each Rating Agency to the effect that such Rating Agency will not qualify, reduce or withdraw the rating it has currently assigned to any Class of Notes as a result of such amendment (provided that no such amendment may increase or reduce in any manner or accelerate or delay the timing of collections on the Receivables or payments required to be made to any Class of Notes or Certificates without the consent of all Holders of each effected Class); or (iii) with the consent of the Indenture Trustee and Servicing Agreementsatisfaction of all other conditions precedent to such action set forth in the related Basic Document. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, as applicable, the Issuer shall agrees, promptly notify the Depositor, following a request by the Indenture TrusteeTrustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Administrator Indenture Trustee may deem necessary or appropriate in the circumstances to implement such amendment and to cause the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by relevant Basic Documents, as amended, to be enforceable against the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.Servicing

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture the Indenture, the Transfer and the Servicing Agreement or such other Transaction Documentsinstrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this the Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this the Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this the Indenture, the other Transaction Documents and in the instruments and agreements included in relating to the Trust EstateCollateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale Indenture, the Transfer and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Transfer and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies thereof, and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in being taken with respect of to such default. If an Event of Servicing Termination shall arise a Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Sale Transfer and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible On and after the giving of notice of termination to the receipt by Servicer of the Servicer’s rights and powers a Termination Notice pursuant to Section 8.1 7.01 of the Sale Transfer and Servicing Agreement, Servicer shall continue to perform all servicing functions under the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale Transfer and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective Agreement until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and specified in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee Termination Notice or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of until a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.date mutually agreed upon by

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Insurer and the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer acceptable to the Insurer (the “"Successor Servicer”"), and such Successor Servicer shall ------------------ accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture TrusteeTrustee and the Insurer). If the Indenture Trustee shall succeed to the Servicer’s 's duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture -------- ------- Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Insurer and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Insurer and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents without the prior written consent of the Insurer (if no Insurer Default shall have occurred and be continuing) or if such waiver would reasonably be expected to materially adversely affect the interests of the NoteholdersNoteholders or the Insurer.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and or the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will and will cause the Administrator to, punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Terminationa Servicer Termination Event, the Issuer shall promptly notify the Depositor, the Indenture TrusteeTrustee and each Rating Agency, the Rating Agencies and the Administrator in writing of such event event, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an a Servicer Termination Event of Servicing Termination shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 8.1 7.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 7.02 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Master Servicer”), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Master Servicer has not been appointed or and has not accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Indenture Trustee, Trustee without further action, action shall be the successor to the Master Servicer in all respects in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and the Depositor and in such event shall will be released from such duties and obligations, such release not to be effective until the date a new servicer Master Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer Master Servicer as the Successor Servicer Master Servicer. In each case of either the appointment of the Indenture Trustee (or any Affiliate as provided below) as Successor Master Servicer, or resignation of the Indenture Trustee as Master Servicer, the Indenture Trustee shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Sale and Servicing AgreementExchange Act with respect to a Successor Master Servicer or the resignation of the Master Servicer. Any Successor Master Servicer (other than the Indenture Trustee) Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of retail motor vehicle installment sale contracts and contracts, (ii) enter into a servicing agreement with the Issuer and the Depositor having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer, and (iii) shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Master Servicer. If, If within thirty (30) 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicerMaster Servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agreeagree with, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables Master Servicer as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, except as otherwise provided in the proviso to Section 6.01(a), the provisions of Article VI Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Master Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Master Servicer any one of its AffiliatesAffiliates or agents; provided, however, provided that the Indenture Trustee, in its capacity as the Master Servicer, shall be fully liable for the actions and omissions of such Affiliate or agent in such capacity as Successor Master Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Master Servicer to act as Successor Master Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the The Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustees and the Rating Agencies Agencies, in writing of such termination. Upon (i) any termination of the Master Servicer pursuant to the Sale and Servicing Agreement and (ii) the appointment of a each Successor Servicer by the IssuerMaster Servicer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice including the name and address of such Successor Master Servicer. (g) The Issuer shall not waive timely performance or observance by the Depositor, the Seller Master Servicer or the Servicer Seller of their respective duties or obligations under the Transaction Basic Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and or the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will and will cause the Administrator to, punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Terminationa Servicer Termination Event, the Issuer shall promptly notify the Depositor, the Indenture TrusteeTrustee and each Rating Agency, the Rating Agencies and the Administrator in writing of such event event, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an a Servicer Termination Event of Servicing Termination shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s 's rights and powers pursuant to Section 8.1 7.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 7.02 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Master Servicer”), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Master Servicer has not been appointed or and has not accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Indenture Trustee, Trustee without further action, action shall be the successor to the Master Servicer in all respects in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and the Depositor and in such event shall will be released from such duties and obligations, such release not to be effective until the date a new servicer Master Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer Master Servicer as the Successor Servicer Master Servicer. In each case of either the appointment of the Indenture Trustee (or any Affiliate as provided below) as Successor Master Servicer, or resignation of the Indenture Trustee as Master Servicer, the Indenture Trustee shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Sale and Servicing AgreementExchange Act with respect to a Successor Master Servicer or the resignation of the Master Servicer. Any Successor Master Servicer (other than the Indenture Trustee) Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of retail motor vehicle installment sale contracts and contracts, (ii) enter into a servicing agreement with the Issuer and the Depositor having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer, and (iii) shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Master Servicer. If, If within thirty (30) 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicerMaster Servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agreeagree with, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables Master Servicer as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, except as otherwise provided in the proviso to Section 6.01(a), the provisions of Article VI Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Master Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Master Servicer any one of its AffiliatesAffiliates or agents; provided, however, provided that the Indenture Trustee, in its capacity as the Master Servicer, shall be fully liable for the actions and omissions of such Affiliate or agent in such capacity as Successor Master Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Master Servicer to act as Successor Master Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the The Issuer shall promptly notify the Depositor, the Indenture TrusteeTrustees, the Administrator Swap Counterparty and the Rating Agencies Agencies, in writing of such termination. Upon (i) any termination of the Master Servicer pursuant to the Sale and Servicing Agreement and (ii) the appointment of a each Successor Servicer by the IssuerMaster Servicer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice including the name and address of such Successor Master Servicer. (g) The Issuer shall not waive timely performance or observance by the Depositor, the Seller Master Servicer or the Servicer Seller of their respective duties or obligations under the Transaction Basic Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and or the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will and will cause the Administrator to, punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Terminationa Servicer Termination Event, the Issuer shall promptly notify the Depositor, the Indenture TrusteeTrustee and each Rating Agency, the Rating Agencies and the Administrator in writing of such event event, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an a Servicer Termination Event of Servicing Termination shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s 's rights and powers pursuant to Section 8.1 7.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 7.02 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Master Servicer”), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Master Servicer has not been appointed or and has not accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Indenture Trustee, Trustee without further action, action shall be the successor to the Master Servicer in all respects in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and the Depositor and in such event shall will be released from such duties and obligations, such release not to be effective until the date a new servicer Master Servicer enters into a servicing agreement with the Issuer as provided below. In each case of either the appointment of the Indenture Trustee (or any Affiliate as provided below) as Successor Master Servicer, or resignation of the Indenture Trustee as Servicer, the Indenture Trustee shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Master Servicer or the resignation of the Master Servicer. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer Master Servicer as the Successor Servicer under the Sale and Servicing AgreementMaster Servicer. Any Successor Master Servicer (other than the Indenture Trustee) Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of retail motor vehicle installment sale contracts and contracts, (ii) enter into a servicing agreement with the Issuer and the Depositor having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer, and (iii) shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a successor Master Servicer. If, If within thirty (30) 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicerMaster Servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agreeagree with, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables Master Servicer as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, except as otherwise provided in the proviso to Section 6.01(a), the provisions of Article VI Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Master Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Master Servicer any one of its AffiliatesAffiliates or agents; provided, however, provided that the Indenture Trustee, in its capacity as the Master Servicer, shall be fully liable for the actions and omissions of such Affiliate or agent in such capacity as Successor Master Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Master Servicer to act as Successor Master Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the The Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustees and the Rating Agencies Agencies, in writing of such termination. Upon (i) any termination of the Master Servicer pursuant to the Sale and Servicing Agreement and (ii) the appointment of a each Successor Servicer by the IssuerMaster Servicer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice including the name and address of such Successor Master Servicer. (g) The Issuer shall not waive timely performance or observance by the Depositor, the Seller Master Servicer or the Servicer Seller of their respective duties or obligations under the Transaction Basic Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and Indenture, the Servicing Agreement or such other Transaction Documentsinstrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Related Documents and in the instruments and agreements included in the Trust EstateCollateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (dc) If The Issuer hereby covenants and agrees that it will enforce the Issuer shall have knowledge obligations of the occurrence of an Event of Servicer under the Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Rating Agencies Agreement and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (ed) As The Issuer hereby covenants and agrees that: (i) it shall promptly as possible exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause [___] of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause [___] of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 8.1 6.2 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee, Trustee without further action, action shall automatically be appointed the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing AgreementSuccessor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall will be released from such duties and obligations, such release not to be effective until the date a new servicer Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 [50,000,000] and whose regular business includes the servicing of motor vehicle installment sale contracts receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the previous Servicer’s 's duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Successor Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, it shall be fully liable for the actions and omissions of such Affiliate in such its capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (fe) Upon any termination of the Servicer’s 's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (gf) The Issuer shall not agrees that it will not, without the prior written consent of the Indenture Trustee or the Noteholders of at least a majority of the Outstanding Principal Balance, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Depositor, Transferor under the Purchase and Sale Agreement or the Seller or the Servicer of their respective obligations under the Transaction Documents if Sale Agreement; provided, that, that no such waiver would reasonably amendment shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be expected made to materially adversely affect the interests Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture Indenture, the Transfer and the Servicing Agreement or such other Transaction Documentsinstrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale Transfer and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Transfer and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event thereof, and shall specify in such notice the action, if any, the Issuer is taking in with respect of to such default. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale Transfer and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination of the Servicer's rights and powers has been given to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale Transfer and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts Contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale Transfer and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Servicer which is being replaced by such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s 's duties as servicer of the Receivables as provided hereinherein and in the Transfer and Servicing Agreement, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and in connection with the Indenture Trustee's servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale Transfer and Servicing Agreement, the Indenture Trustee shall be entitled to receive the Servicing Fee in accordance with the Basic Documents (so long as it is acting as Servicer) and shall also be entitled to appoint as Servicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Servicer, it shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer(Reserved.) (g) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it shall not not, without the prior written consent of the Indenture Trustee or the holders of a majority of the Controlling Class of Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Transfer and Servicing Agreement) or the Basic Documents, or waive timely performance or observance by any Person under the Basic Documents; and (ii) that any such amendment, modification, waiver, supplement, termination or surrender shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes. If any such amendment, modification, waiver, supplement, termination or surrender shall be so consented to by the DepositorIndenture Trustee or such Holders, the Seller Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholderscircumstances.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event thereof, and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall not agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Holders of a majority in Outstanding Amount of the Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or the Basic Documents, or waive timely performance or observance by the DepositorServicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the Noteholders or change the Interest Rate or the Specified Reserve Account Balance (except as otherwise provided in the Basic Documents), in each case without the consent of each of the “adversely affected” Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, the Seller Issuer agrees, promptly following a request by the Indenture Trustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the Servicer circumstances to implement such amendment and to cause the relevant Basic Documents, as amended, to be enforceable against the Issuer. For the purposes of their respective obligations under clause (ii) above, an amendment will be deemed not to “adversely affect” a Noteholder of any Class, only if each Rating Agency confirms that such amendment will not result in a reduction or withdrawal of its rating on such Class of Notes. Notwithstanding the Transaction Documents if such waiver foregoing, the Issuer may not amend any Basic Document in any way that would reasonably be expected to materially and adversely affect the interests rights of the NoteholdersSwap Counterparty without notice to the Rating Agencies and the consent of the Swap Counterparty; provided that the Swap Counterparty’s consent to any such amendment shall not be unreasonably withheld, and provided, further that the Swap Counterparty’s consent will be deemed to have been given if the Swap Counterparty does not object in writing within 10 days of receipt of a written request for such consent.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.Servicing

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after If an Event of Servicing Termination shall have occurred and be continuing, the giving Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, in each case by notice of termination then given in writing to the Depositor, the Servicer of and the Servicer’s rights Backup Servicer (with a copy to the Indenture Trustee and powers the Owner Trustee if given by the Noteholders), may, pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to terminate all of the rights and obligations of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Backup Servicer and the Rating Agencies in writing of such termination. Upon the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustee and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in each case as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event thereof, and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, or if the Servicer resigns in accordance with the terms of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts automobile and/or light-duty truck receivables, as the successor to the Servicer under the Sale and (ii) enter into a servicing agreement Servicing Agreement, in accordance with the Issuer having substantially the same provisions as the provisions of Section 8.02 of the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s 's duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; providedaffiliates, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions Affiliate. (f) Without derogating from the absolute nature of this Indenture the assignment granted to the contrary, in no event shall the Indenture Trustee be liable for under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not enter into any servicing fee amendment, modification, supplement or waiver with respect to any Basic Document except (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any differential provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders, and in each case with the consent of the Indenture Trustee (but without the consent of any of the Noteholders or the Certificateholders) and delivery of an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, to the effect that such action will not adversely affect in any material respect the interests of any Noteholder or Certificateholder; (ii) for the purpose of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded, changing the remittance schedule for the deposit of collections with respect to the Receivables in the amount Collection Account or Payahead Account pursuant to Section 5.02 of the servicing fee paid under the Sale and Servicing Agreement and or changing the amount necessary to induce any Successor Servicer to act as Successor Servicer under definition of Eligible Investment, in each case with the Sale and Servicing Agreement. (f) Upon any termination consent of the Servicer’s rights and powers pursuant to Section 8.1 Indenture Trustee (but without the consent of any of the Sale Noteholders or the Certificateholders) if the Indenture Trustee and/or the Owner Trustee, as the case may be, has received a letter from each Rating Agency to the effect that such Rating Agency will not qualify, reduce or withdraw the rating it has currently assigned to any Class of Notes as a result of such amendment (provided that no such amendment may increase or reduce in any manner or accelerate or delay the timing of collections on the Receivables or payments required to be made to any Class of Notes or Certificates without the consent of all Holders of each effected Class); or (iii) with the consent of the Indenture Trustee and Servicing Agreementsatisfaction of all other conditions precedent to such action set forth in the related Basic Document. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, as applicable, the Issuer shall agrees, promptly notify the Depositor, following a request by the Indenture TrusteeTrustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Administrator Indenture Trustee may deem necessary or appropriate in the circumstances to implement such amendment and to cause the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by relevant Basic Documents, as amended, to be enforceable against the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in this Indenture Indenture, the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Administration Agreement or such other Transaction Documentsinstrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee herein or in the Basic Documents or an Issuer’s Officers' Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all Uniform Commercial Code financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture Indenture, the Trust Sale and Servicing Agreement and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of a Servicing TerminationDefault under the Trust Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event thereof, and shall specify in such notice the response or action, if any, the Issuer has taken or is taking in with respect of such default. If an Event of a Servicing Termination Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement with respect to the ReceivablesReceivables in the Accounts in the Pool of Accounts, the Issuer and the Indenture Trustee shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination them pursuant to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Trust Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale Pooling and Servicing AgreementAgreement to remedy such failure. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of the Trust Agreement, this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If an Authorized Officer of the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Sale and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event thereof, and shall specify in such notice the action, if any, the Issuer is taking in with respect of such default. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer set forth in all respects in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement. The , the Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event without further action shall automatically be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as appointed the Successor Servicer under and shall thereafter be entitled to the Sale and Total Servicing AgreementFee. Any Successor Servicer (other than Notwithstanding the above, the Indenture Trustee) Trustee shall, if it shall (i) be an legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes shall include the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions automobile and/or light-duty truck receivables, as the provisions of successor to the Servicer under the Sale and Servicing Agreement applicable to the ServicerAgreement. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Upon such a new servicerappointment, the Indenture Trustee may appoint, or may petition a court will be released from the duties and obligations of competent jurisdiction to appoint, a acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing AgreementSuccessor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer a subservicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Successor Servicer, shall be remain fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing AgreementAffiliate. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of As soon as a Successor Servicer by the Issueris appointed, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall not agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Holders of a majority in Outstanding Amount of the Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or the Basic Documents, or waive timely performance or observance by the DepositorServicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the Noteholders or change the Interest Rate or the Specified Reserve Account Balance (except as otherwise provided in the Basic Documents), in each case without the consent of each of the “adversely affected” Noteholders, or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, the Seller Issuer agrees, promptly following a request by the Indenture Trustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the Servicer circumstances to implement such amendment and to cause the relevant Basic Documents, as amended, to be enforceable against the Issuer. For the purposes of their respective obligations under the Transaction Documents clause (ii) above, an amendment will be deemed not to “adversely affect” a Noteholder of any Class only if each Rating Agency confirms that such waiver would reasonably be expected to materially adversely affect the interests amendment will not result in a reduction or withdrawal of the Noteholdersits rating on such Class of Notes.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including including, but not limited to, filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Insurer and the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer acceptable to the Insurer (the “"Successor Servicer”"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture TrusteeTrustee and the Insurer). If the Indenture Trustee shall succeed to the Servicer’s 's duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, -------- ------- shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Insurer and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Insurer and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents without the prior written consent of the Insurer (if no Insurer Default shall have occurred and be continuing) or if such waiver would reasonably be expected to materially adversely affect the interests of the NoteholdersNoteholders or the Insurer.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture Indenture, the Transfer and the Servicing Agreement or such other Transaction Documentsinstrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale Transfer and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of a Servicer Default under the Transfer and Servicing TerminationAgreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event thereof, and shall specify in such notice the action, if any, the Issuer is taking in with respect of to such default. If an Event of Servicing Termination a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale Transfer and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination of the Servicer's rights and powers has been given to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 8.01 of the Sale Transfer and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) shall appoint a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts Contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale Transfer and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained Servicer which is being replaced by such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s 's duties as servicer of the Receivables as provided hereinherein and in the Transfer and Servicing Agreement, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and in connection with the Indenture Trustee's servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale Transfer and Servicing Agreement, the Indenture Trustee shall be entitled to receive the Servicing Fee in accordance with the Basic Documents (so long as it is acting as Servicer) and shall also be entitled to appoint as Servicer any one of its Affiliates; provided, however, provided that the Indenture Trustee, in its capacity as the Servicer, it shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer(Reserved.) -------- (g) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it shall not not, without the prior written consent of the Indenture Trustee or the Majority Noteholders, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Transfer and Servicing Agreement) or the Basic Documents, or waive timely performance or observance by any Person under the Basic Documents; and (ii) that any such amendment, modification, waiver, supplement, termination or surrender shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes. If any such amendment, modification, waiver, supplement, termination or surrender shall be so consented to by the DepositorIndenture Trustee or such Holders, the Seller Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholderscircumstances.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall will not take any action and shall will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and or the other Transaction Basic Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Issuer’s Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall will and will cause the Administrator to, punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Terminationa Servicer Termination Event, the Issuer shall promptly notify the Depositor, the Indenture TrusteeTrustee and each Rating Agency, the Rating Agencies and the Administrator in writing of such event event, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an a Servicer Termination Event of Servicing Termination shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s 's rights and powers pursuant to Section 8.1 7.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 7.02 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Master Servicer”), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Master Servicer has not been appointed or and has not accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Indenture Trustee, Trustee without further action, action shall be the successor to the Master Servicer in all respects in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and the Depositor and in such event shall will be released from such duties and obligations, such release not to be effective until the date a new servicer Master Servicer enters into a servicing agreement with the Issuer as provided below. In each case of either the appointment of the Indenture Trustee (or any Affiliate as provided below) as Successor Master Servicer, or resignation of the Indenture Trustee as Master Servicer, the Indenture Trustee shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Master Servicer or the resignation of the Master Servicer. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer Master Servicer as the Successor Servicer under the Sale and Servicing AgreementMaster Servicer. Any Successor Master Servicer (other than the Indenture Trustee) Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of retail motor vehicle installment sale contracts and contracts, (ii) enter into a servicing agreement with the Issuer and the Depositor having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer and (iii) shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a successor Master Servicer. If, If within thirty (30) 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicerMaster Servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agreeagree with, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, and in accordance with Section 8.2 7.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables Master Servicer as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, except as otherwise provided in the proviso to Section 6.01(a), the provisions of Article VI Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Master Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Master Servicer any one of its AffiliatesAffiliates or agents; provided, however, provided that the Indenture Trustee, in its capacity as the Master Servicer, shall be fully liable for the actions and omissions of such Affiliate or agent in such capacity as Successor Master Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Master Servicer to act as Successor Master Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the The Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Trustees and the Rating Agencies Agencies, in writing of such termination. Upon (i) any termination of the Master Servicer pursuant to the Sale and Servicing Agreement and (ii) the appointment of a each Successor Servicer by the IssuerMaster Servicer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice including the name and address of such Successor Master Servicer. (g) The Issuer shall not waive timely performance or observance by the Depositor, the Seller Master Servicer or the Servicer Seller of their respective duties or obligations under the Transaction Basic Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an IssuerOfficer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor, the Indenture Trustee, Trustee and the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after If an Event of Servicing Termination shall have occurred and be continuing, the giving Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, in each case by notice of termination then given in writing to the Depositor, the Servicer of and the Servicer’s rights Backup Servicer (with a copy to the Indenture Trustee and powers the Owner Trustee if given by the Noteholders), may, pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to terminate all of the rights and obligations of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator Backup Servicer and the Rating Agencies in writing of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.such