Common use of Replacement of Servicer Clause in Contracts

Replacement of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Relevant Trustee mayshall, and at the direction of 662⁄3% of the Requisite Noteholders Outstanding Note Balance of the Controlling Class (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall), by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 662⁄3% of the Servicer under this Agreement shallOutstanding Note Balance of the Controlling Class (or, without further actionif no Notes are Outstanding, pass to and be vested in (i) the Backup Majority Certificateholders), shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act in its sole discretion, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Outstanding Note Balance of the Indenture. If requested by the Issuing EntityControlling Class (or, if no Notes are Outstanding, the Indenture TrusteeMajority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 6.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c5.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Issuer may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of Holders of at least 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal balance of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 aggregate outstanding principal balance of the IndentureOutstanding Notes may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities 24 Sale and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15.Servicing Agreement (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (except as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicerset forth in Section 7.1(a). (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefor in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Relevant Trustee mayshall, and at the direction of 662⁄3% of the Requisite Noteholders Outstanding Note Balance of the Controlling Class (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall), by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 662⁄3% of the Servicer under this Agreement shallOutstanding Note Balance of the Controlling Class (or, without further actionif no Notes are Outstanding, pass to and be vested in (i) the Backup Majority Certificateholders), shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until If a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer Xxxxxxxx has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act in its sole discretion, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Outstanding Note Balance of the Indenture. If requested by the Issuing EntityControlling Class (or, if no Notes are Outstanding, the Indenture TrusteeMajority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 6.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c5.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Issuer may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Relevant Trustee mayshall, and at the direction of 66 2⁄3% of the Requisite Noteholders Outstanding Note Balance (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall), by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66 2⁄3% of the Servicer under this Agreement shallOutstanding Note Balance (or, without further actionif no Notes are Outstanding, pass to and be vested in (i) the Backup Majority Certificateholders), shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing EntityOutstanding Note Balance (or, if no Notes are Outstanding, the Indenture TrusteeMajority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 6.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c5.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Indenture Trustee or the Issuer may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal balance of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 aggregate outstanding principal balance of the IndentureOutstanding Notes may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (except as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicerset forth in Section 7.1(a). (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefor in accordance with Section 4.4.

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 5.10 hereof, all authority and power of the Servicer under this Agreement Indenture, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at shall be the direction successor Servicer hereunder and the duties and obligations of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicableterminate. The Servicer shall grant the Issuing Entity, perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to such transfer. If the Servicer in its capacity fails to undertake such action as Servicer under this Agreement with respect is reasonably necessary to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In effectuate such eventa transfer, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor 40 expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer’s functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Servicer’s obligations hereunder, including, without limitation, the transfer within one Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). If the Indenture Trustee is unable or unwilling to act as successor Servicer, the Indenture Trustee may appoint or petition a court of competent jurisdiction to appoint a successor Servicer. The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided, however, no change to the Servicing Fee may be made unless the Indenture Trustee shall have received the written consent of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture. The Indenture Trustee shall be entitled to be reimbursed by the Servicer, (or by the Trust Estate to the extent set forth in Section 3.4(a)(i) or Section 6.6(a)(i) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, whether (iii) no obligation to complete pay any taxes required to be paid by the transfer and endorsement of the Receivables and related documentsServicer, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting (iv) no obligation to pay any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or fees and expenses of any other Successor party involved in this transaction that were incurred by the prior Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. Notwithstanding anything contained in this Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Servicer relating to the Timeshare Loans (collectively, the “Predecessor Servicer Work Product”), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially 41 contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby. The Indenture Trustee may appoint an Affiliate or the Backup Servicer as the successor Servicer and the provisions of this Section 5.4(b) related to the Indenture Trustee shall apply to such Affiliate or Backup Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no the aggregate Outstanding Amount of the P&I Notes (other than the Class XS N Notes) are Outstandinghas been reduced to zero, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) belowSection 5.1(b). (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (aSection 5.1(a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or or, if the aggregate Outstanding Amount of the P&I Notes (other than the Class XS N Notes) have has been paid in fullreduced to zero, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Servicing Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1i) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2ii) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replacedthe Servicer resigns or is terminated, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections Section 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Servicing Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no the aggregate Outstanding Amount of the P&I Notes (other than the Class XS N Notes) are Outstandinghas been reduced to zero, the Majority Certificateholders) may waive any Servicing Servicer Termination Event. Upon any such waiver, such Servicing Servicer Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Servicer Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Servicer Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Relevant Trustee mayshall, and at the direction of 66 2⁄3% of the Requisite Noteholders Outstanding Note Balance of the Controlling Class (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall), by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66 2⁄3% of the Servicer under this Agreement shallOutstanding Note Balance of the Controlling Class (or, without further actionif no Notes are Outstanding, pass to and be vested in (i) the Backup Majority Certificateholders), shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Outstanding Note Balance of the Indenture. If requested by the Issuing EntityControlling Class (or, if no Notes are Outstanding, the Indenture TrusteeMajority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 6.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c5.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Indenture Trustee or the Issuer may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shallNoteholders, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Noteholders, the Swap Counterparty and the Noteholderseach Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity Outstanding Notes may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to exist and paid in accordance with Section 2.7 be deemed to have been cured and not to have occurred for every purpose of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefore in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of Holders of at least 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer; provided, however, that the Indenture Trustee, as successor Servicer shall not be responsible, in its individual capacity, for the Issuing Entity fees and expenses of the Indenture Trustee, Owner Trustee, Issuer, any custodian, the Administrator, Independent accountants or expenses incurred in connection with the Requisite Noteholders shall distribution and reports to the Noteholders. Notwithstanding the above, the Indenture Trustee, if it is legally unable or is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal balance of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 aggregate outstanding principal balance of the IndentureOutstanding Notes may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (except as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicerset forth in Section 7.1(a). (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefor in accordance with Section 4.4.

Replacement of Servicer. (a) If any of the following events (a "Servicer Termination Event Default") shall have occurred occur and be continuing: (i) any failure by the Servicer to make any payment or deposit required to be made hereunder and the continuance of such failure for a period of five Business Days; (ii) any representation or warranty made by the Servicer in Section 7.1, or any information set forth in a Servicer Report or other certificate delivered to the Indenture Trustee mayAdministrative Agent, and at shall prove to have been incorrect in any material respect when made, which continues to be incorrect in any material respect for a period of sixty days after the direction earlier of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, date on which an officer of the Majority Certificateholders) shall, by Servicer has actual knowledge thereof and the date on which written notice thereof has been given to the Servicer, requiring the Owner Trusteesame to be remedied, by the Issuing Entity, Purchaser or the Administrator, Administrative Agent; (iii) failure on the Certificateholders and the Noteholders, terminate the rights and obligations part of the Servicer under to observe or perform in any material respect any other term, covenant or agreement in this Agreement or any other Sale Document which continues unremedied for sixty days after the earlier of the date on which an officer of the Servicer has actual knowledge of such failure and the date on which written notice of such failure has been given to the Servicer, requiring the same to be remedied, by the Purchaser or the Administrative Agent; or (iv) an Insolvency Event with respect to the Receivables. In Seller or the event Servicer, then, so long as such Servicer Default shall not have been remedied, the Servicer is removed Purchaser shall have the right to remove CFC (or resigns any successor Servicer) as Servicer with respect by giving written notice thereof to servicing the ReceivablesServicer. On and after receipt of such written notice, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor successor Servicer as may be approved under clause (b) belowappointed by the Purchaser, provided, however, that the Servicer cannot be removed until a successor Servicer is selected and appointed and such successor Servicer meets industry-wide standards for being a Servicer of retail automotive receivables. (b) Upon If CFC is removed as Servicer, CFC shall transfer to any successor Servicer designated by the Servicer’s receipt Purchaser all records, correspondence and documents (including computer software) requested by the Purchaser or such successor Servicer and permit such Persons to have access to, and to copy, all software used by the Servicer in the collection, administration or monitoring of notice the Purchased Receivables. In the case of termination pursuant to clause (a) above software that is then licensed by, or the Servicer’s resignation in accordance with the terms of this Agreementotherwise made available to, the predecessor Servicer from or by any third party, the Servicer shall continue use its best efforts to perform its functions as obtain such consents and otherwise take all actions necessary in order to enable any Servicer under this Agreement, only until hereunder to succeed to all rights of CFC to the Backup Servicer (or another Successor Servicer) has assumed quiet use and enjoyment of such software for the purpose of discharging the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid or in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent connection with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders)Sale Documents. (c) If replacedFollowing the removal of CFC as Servicer, (i) the Servicer agrees that it will use commercially reasonable efforts to effect Purchaser and the orderly and efficient transfer Administrative Agent may (a) notify Obligors of the servicing ownership interest of the Purchaser hereunder in the Purchased Receivables and the Related Security, (b) notify each issuer of an Insurance Policy of the ownership interest of the Purchaser hereunder in the Purchased Receivables and in the Related Security (including the applicable Financed Vehicle and Insurance Policy thereon), and (c) direct the Seller to, whereupon the Seller immediately shall, note the interest of the Purchaser hereunder on each Certificate of Title relating to a Successor Servicer. All reasonable costs each Financed Vehicle and expenses incurred (ii) the Purchaser and the Administrative Agent shall have, in connection with transferring the Receivable Files and Servicer Files addition to the Successor Servicer and all other reasonable costs rights and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer remedies under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any all other rights and all documents remedies provided under the Uniform Commercial Code of the applicable jurisdiction and other instrumentsapplicable laws, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom which rights shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretocumulative.

Replacement of Servicer. (a) If any of the following events (a "Servicer Termination Event Default") shall have occurred occur and be continuing: (i) any failure by the Servicer to make any payment or deposit required to be made hereunder and the continuance of such failure for a period of five Business Days; (ii) any representation or warranty made by the Servicer in Section 7.1 or any information set forth in a Servicer Report or other certificate delivered to the Agent, shall prove to have been incorrect in any material respect when made, which continues to be incorrect in any material respect for a period of sixty days after the Indenture Trustee may, and at the direction earlier of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, date on which an officer of the Majority Certificateholders) shall, by Servicer has actual knowledge thereof and the date on which written notice thereof has been given to the ServicerServicer requiring the same to be remedied, by the Owner Trustee, Agent; (iii) failure on the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations part of the Servicer under to observe or perform in any material respect any other term, covenant or agreement in this Agreement or any other Sale Document which continues unremedied for sixty days after the earlier of the date on which an officer of the Servicer has actual knowledge of such failure and the date on which written notice of such failure has been given to the Servicer requiring the same to be remedied, by the Agent; or (iv) an Insolvency Event with respect to the Receivables. In Seller or the event Servicer, then, so long as such Servicer Default shall not have been remedied, the Servicer is removed Agent shall have the right to remove CFC (or resigns any successor Servicer) as Servicer with respect by giving written notice thereof to servicing the ReceivablesServicer. On and after receipt of such written notice, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor successor Servicer as may be approved under clause (b) belowappointed by the Agent; provided however, that the Servicer cannot be removed until a successor Servicer is selected and appointed and such successor Servicer meets industry-wide standards for being a Servicer of retail automotive receivables. (b) Upon If CFC is removed as Servicer, CFC shall transfer to any successor Servicer designated by the Servicer’s receipt Agent all records, correspondence and documents (including computer software) requested by the Agent or such successor Servicer and permit such Persons to have access to, and to copy, all software used by the Servicer in the collection, administration or monitoring of notice the Purchased Receivables. In the case of termination pursuant to clause (a) above software that is then licensed by, or the Servicer’s resignation in accordance with the terms of this Agreementotherwise made available to, the predecessor Servicer from or by any third party, the Servicer shall continue use its best efforts to perform its functions as obtain such consents and otherwise take all actions necessary in order to enable any Servicer under this Agreement, only until hereunder to succeed to all rights of CFC to the Backup Servicer (or another Successor Servicer) has assumed quiet use and enjoyment of such software for the purpose of discharging the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid or in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent connection with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders)Sale Documents. (c) If replacedFollowing the occurrence of a Servicer Default, (i) the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer Agent may (a) notify Obligors of the servicing ownership interest of the Agent on behalf of the Investors hereunder in the Purchased Receivables and the Related Security, (b) notify each issuer of an Insurance Policy of the ownership interest of the Agent on behalf of the Investors hereunder in the Purchased Receivables and in the Related Security (including the applicable Financed Vehicle and Insurance Policy thereon), and (c) direct the Seller to, whereupon the Seller immediately shall, note the interest of the Agent on behalf of the Investors hereunder on each Certificate of Title relating to a Successor Servicer. All reasonable costs each Financed Vehicle and expenses incurred (ii) the Investors and the Agent shall have, in connection with transferring the Receivable Files and Servicer Files addition to the Successor Servicer and all other reasonable costs rights and expenses (including attorneys’ fees remedies under this Agreement or otherwise, all other rights and disbursements) incurred in connection with remedies provided under the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) Uniform Commercial Code of the Indentureapplicable jurisdiction and other applicable laws, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, which rights shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15cumulative. (d) Upon In the Appointment Effective Date or event of a Servicer Default, each of the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to Seller and the Servicer in its capacity as Servicer under this Agreement (with respect to itself) will, unless the ReceivablesAgent has otherwise consented in writing, at any reasonable time, permit the Agent or its agents or representatives, to visit and inspect any of its properties, to examine its books of account and other records and files relating to Purchased Receivables (including, without limitation, computer tapes and disks) and to discuss its affairs, business, finances and accounts with its officers and employees. The Seller shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect pay to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee Agent and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, Investors any and all documents reasonable costs and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement expenses of the Servicer, whether to complete Agent and the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (orInvestors, if no Notes any (other than Class XS Notesincluding reasonable counsel fees and expenses) are Outstanding, in connection with the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose enforcement of this Agreement, but no such waiver shall extend to any prior, subsequent or Agreement and the other Servicing Termination Event or impair any right consequent theretodocuments delivered hereunder.

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 5.10 hereof, all authority and power of the Servicer under this Agreement Indenture, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at shall terminate the direction Backup Servicing Agreement and be the successor Servicer hereunder and the duties and obligations of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicableterminate. The Servicer shall grant the Issuing Entity, perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to such transfer. If the Servicer in its capacity fails to undertake such action as Servicer under this Agreement with respect is reasonably necessary to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In effectuate such eventa transfer, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five (5) Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer’s functions hereunder, and the Servicer shall cooperate with the Indenture Trustee in affecting the termination of the Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Servicer’s obligations hereunder, including, without limitation, the transfer within one (1) Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter be received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided, however, no change to the Servicing Fee may be made unless the Indenture Trustee shall have received the written consent of Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Silverleaf be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture. The successor servicer shall be entitled to be reimbursed by the Servicer, (or from the Collateral to the extent set forth in Section 3.4(a)(ii), 3.4(d)(ii) or Section 6.6(a)(ii) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, whether (iii) no obligation to complete pay any taxes required to be paid by the transfer and endorsement of the Receivables and related documentsServicer, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting (iv) no obligation to pay any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or fees and expenses of any other Successor party involved in this transaction that were incurred by the prior Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. . Notwithstanding anything contained in the Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (eincluding computer records) The Requisite Noteholders and work of the prior Servicer relating to the Timeshare Loans (or, if no Notes (other than Class XS Notes) are Outstandingcollectively, the Majority Certificateholders“Predecessor Servicer Work Product”), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby. The Indenture Trustee may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist appoint an Affiliate as the successor Servicer and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose the provisions of this Agreement, but no Section 5.4(b) related to the Indenture Trustee shall apply to such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretoAffiliate.

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 5.10 hereof, all authority and power of the Servicer under this Agreement Indenture, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at shall be the direction successor Servicer hereunder and the duties and obligations of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicableterminate. The Servicer shall grant the Issuing Entity, perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to such transfer. If the Servicer in its capacity fails to undertake such action as Servicer under this Agreement with respect is reasonably necessary to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In effectuate such eventa transfer, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer’s functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Servicer’s obligations hereunder, including, without limitation, the transfer within one Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided, however, no change to the Servicing Fee may be made unless the Indenture Trustee shall have received the written consent of Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture. The Indenture Trustee shall be entitled to be reimbursed by the Servicer, (or by the Trust Estate to the extent set forth in Section 3.4(a)(i) or Section 6.6(a)(i) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, whether (iii) no obligation to complete pay any taxes required to be paid by the transfer and endorsement of the Receivables and related documentsServicer, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting (iv) no obligation to pay any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or fees and expenses of any other Successor party involved in this transaction that were incurred by the prior Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. . Notwithstanding anything contained in the Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (eincluding computer records) The Requisite Noteholders and work of the prior Servicer relating to the Timeshare Loans (or, if no Notes (other than Class XS Notes) are Outstandingcollectively, the Majority Certificateholders“Predecessor Servicer Work Product”), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby. The Indenture Trustee may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist appoint an Affiliate as the successor Servicer and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose the provisions of this Agreement, but no Section 5.4(b) related to the Indenture Trustee shall apply to such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretoAffiliate.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Relevant Trustee mayshall, and at the direction of 662⁄3% of the Requisite Noteholders Outstanding Note Balance (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall), by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power the Relevant Trustee, acting at the direction of 662⁄3% of the Servicer under this Agreement shallOutstanding Note Balance (or, without further actionif no Notes are Outstanding, pass to and be vested in (i) the Backup Majority Certificateholders), shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until If a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer Xxxxxxxx has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing EntityOutstanding Note Balance (or, if no Notes are Outstanding, the Indenture TrusteeMajority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 6.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c5.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee shall have no liability or obligation to act unless directed to do so pursuant to written direction from the Noteholders. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Issuer may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of Holders of at least 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal balance of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 aggregate outstanding principal balance of the IndentureOutstanding Notes may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (except as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicerset forth in Section 7.1(a). (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefor in accordance with Section 4.4.

Replacement of Servicer. An event of default by Servicer (aa “Servicer Default”) If hereunder shall exist in the event that one or more of the following events shall occur and be continuing beyond any applicable grace or cure periods: (i) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Servicer; (ii) Servicer shall consent to the appointment of a conservator or receiver or liquidator or liquidating committee in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to Servicer or of or relating to all or substantially all of its property; (iii) Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (iv) any failure on the part of Servicer to observe or perform in any material respect any covenant or agreement on the part of Servicer contained in this Agreement, which remains unremedied for a period of fifteen (15) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Servicer by a Holder (except that said fifteen (15) Business Day period shall be extended for such period of time as shall be reasonably necessary in order to cure such default as long as Servicer shall be diligently prosecuting such cure to completion and said extended period would not reasonably be expected to materially impair a Holder’s interest in the Loan but in no event shall such additional period exceed sixty (60) days); or (v) any failure by Servicer to notify the Holders of a default by Borrower under the Loan Documents within five (5) Business Days after Servicer’s receipt of written notice thereof. In the event of a Servicer Termination Event shall Default in addition to whatever other rights the Holders may have occurred and be continuinghereunder or at law or in equity, the Indenture Trustee mayCompany, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, may by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders Servicer and the Noteholders, other Holders terminate all of the rights and obligations of Servicer as servicer of the Servicer under this Agreement with respect to the Receivables. In the Loan, and in such event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer Company shall continue appoint another servicer to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of Servicer pursuant to the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignationterms hereof. In the event of termination or resignation such termination, the Servicer shall cooperate with the Holders and any such successor servicer in the transition of such servicing obligations, turning over all Loan Documents in Servicer’s possession (other than, if applicable, those held in its capacity as a Holder), and such successor servicer shall deliver to each of the Servicer hereunder, the Backup Servicer shall assume Holders a writing in recordable form whereby it assumes all of the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders)hereunder. (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) belowSection 5.1(b). (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (aSection 5.1(a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Servicing Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1i) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2ii) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replacedthe Servicer resigns or is terminated, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections Section 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Servicing Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of Holders of at least 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer; provided, however, that the Indenture Trustee, as successor Servicer shall not be responsible, in its individual capacity, for the Issuing Entity fees and expenses of the Indenture Trustee, Owner Trustee, Issuer, Issuer Delaware Trustee, any custodian, the Administrator, Independent accountants or expenses incurred in connection with the Requisite Noteholders shall distribution and reports to the Noteholders. Notwithstanding the above, the Indenture Trustee, if it is legally unable or is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal balance of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 aggregate outstanding principal balance of the IndentureOutstanding Notes may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (except as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicerset forth in Section 7.1(a). (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefor in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee maymay or, and at the direction of 662⁄3% of the Requisite Noteholders (or, if no Notes (other than Note Balance of the Controlling Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 662⁄3% of the Servicer under this Agreement shallNote Balance of the Controlling Class, without further action, pass to and be vested in (i) the Backup shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.17.1, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of the Issuing Entity and paid in accordance with Section 2.7 comparable motor vehicle receivables having an aggregate outstanding principal amount of the Indenturenot less than $50,000,000. If requested by the Issuing EntityIndenture Trustee shall become successor Servicer hereunder, the Indenture Trustee shall be entitled to appoint a subservicer; provided that the Indenture Trustee, the Backup Servicer or the Successor in its capacity as successor Servicer, as applicable, to shall be fully liable for the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, acts or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments omissions of such subservicer under the Receivables directly Transaction Documents to which it is a party. If the Indenture Trustee shall become succesor Servicer hereunder, it shall not be liable for the acts or at the direction of the Successor Servicer at omissions by the predecessor Servicer’s expense (. Notwithstanding anything to the contrary contained herein or in which event the Successor Servicer shall process such payments directlyTransaction Documents, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of if the Indenture Trustee acting at shall act as successor Servicer, it shall not in any event have obligations (i) with respect to the direction repurchase of the Requisite Noteholders)Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, or (iii) to pay any indemnities owed by the Servicer. (b) Noteholders holding not less than a majority of the Note Balance of the Controlling Class may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to exist and be deemed to have been cured and not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicer Replacement Event or impair any right consequent thereto. (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a successor Servicer. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Collateral. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Collateral in such electronic form as the Successor Servicer may reasonably request and (ii) any Receivable Files in the Servicer’s possession. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Successor Servicer directs, but only upon reasonable notice and during normal business hours, which do not unreasonably interfere with the Servicer’s normal operations, at the respective offices of the Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Relevant Trustee mayshall, and at the direction of 662⁄3% of the Requisite Noteholders Outstanding Note Balance (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall), by notice given to the Servicer, the Owner Trustee, the Issuing EntityDelaware Trustee, the Issuer, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power the Relevant Trustee, acting at the direction of 662⁄3% of the Servicer under this Agreement shallOutstanding Note Balance (or, without further actionif no Notes are Outstanding, pass to and be vested in (i) the Backup Majority Certificateholders), shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing EntityOutstanding Note Balance (or, if no Notes are Outstanding, the Indenture TrusteeMajority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 6.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c5.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee shall have no liability or obligation to act unless directed to do so pursuant to written direction from the Noteholders. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Issuer may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee maymay or, and at the direction of 66⅔% of the Requisite Noteholders (or, if no Notes (other than Note Balance of the Controlling Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66⅔% of the Servicer under this Agreement shallNote Balance of the Controlling Class, without further action, pass to and be vested in (i) the Backup shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.17.1, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of the Issuing Entity and paid in accordance with Section 2.7 comparable motor vehicle receivables having an aggregate outstanding principal amount of the Indenturenot less than $50,000,000. If requested by the Issuing EntityIndenture Trustee shall become successor Servicer hereunder, the Indenture Trustee shall be entitled to appoint a subservicer; provided that the Indenture Trustee, the Backup Servicer or the Successor in its capacity as successor Servicer, as applicable, to shall be fully liable for the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, acts or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments omissions of such subservicer under the Receivables directly Transaction Documents to which it is a party. If the Indenture Trustee shall become succesor Servicer hereunder, it shall not be liable for the acts or at the direction of the Successor Servicer at omissions by the predecessor Servicer’s expense . (in which event the Successor Servicer shall process such payments directly, through b) Noteholders holding not less than a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction majority of the Indenture Trustee acting at the direction Note Balance of the Requisite Noteholders)Controlling Class may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to exist and be deemed to have been cured and not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicer Replacement Event or impair any right consequent thereto. (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a successor Servicer. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the 26 Sale and Servicing Agreement (USAA 2016-1) Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Collateral. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Collateral in such electronic form as the Successor Servicer may reasonably request and (ii) any Receivable Files in the Servicer’s possession. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Successor Servicer direct, but only upon reasonable notice and during normal business hours, which do not unreasonably interfere with the Servicer’s normal operations, at the respective offices of the Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Indenture Trustee may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer 18 CRVNA 2020-P1 Servicing Agreement shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables 19 CRVNA 2020-P1 Servicing Agreement shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 5.10 hereof, all authority and power of the Servicer under this Agreement Indenture, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at shall be the direction successor Servicer hereunder and the duties and obligations of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicableterminate. The Servicer shall grant the Issuing Entity, perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to such transfer. If the Servicer in its capacity fails to undertake such action as Servicer under this Agreement with respect is reasonably necessary to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In effectuate such eventa transfer, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer’s functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Servicer’s obligations hereunder, including, without limitation, the transfer within one Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided, however, no change to the Servicing Fee may be made unless the Indenture Trustee shall have received the written consent of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture. The Indenture Trustee shall be entitled to be reimbursed by the Servicer, (or by the Trust Estate to the extent set forth in Section 3.4(a)(i) or Section 6.6(a)(i) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, whether (iii) no obligation to complete pay any taxes required to be paid by the transfer and endorsement of the Receivables and related documentsServicer, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting (iv) no obligation to pay any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or fees and expenses of any other Successor party involved in this transaction that were incurred by the prior Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. . Notwithstanding anything contained in this Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (eincluding computer records) The Requisite Noteholders and work of the prior Servicer relating to the Timeshare Loans (or, if no Notes (other than Class XS Notes) are Outstandingcollectively, the Majority Certificateholders“Predecessor Servicer Work Product”), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby. The Indenture Trustee may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist appoint an Affiliate as the successor Servicer and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose the provisions of this Agreement, but no Section 5.4(b) related to the Indenture Trustee shall apply to such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretoAffiliate.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Relevant Trustee mayshall, and at the direction of 66 2⁄3% of the Requisite Noteholders Outstanding Note Balance of the Controlling Class (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall), by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66 2⁄3% of the Servicer under this Agreement shallOutstanding Note Balance of the Controlling Class (or, without further actionif no Notes are Outstanding, pass to and be vested in (i) the Backup Majority Certificateholders), shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act in its sole discretion, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Outstanding Note Balance of the Indenture. If requested by the Issuing EntityControlling Class (or, if no Notes are Outstanding, the Indenture TrusteeMajority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 6.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c5.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Issuer may waive make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Termination Event. Upon Fee or for any such waiver, such differential in the amount of the Servicing Termination Event shall cease Fee paid hereunder and the amount necessary to exist induce any successor Servicer to act as successor Servicer under this Agreement and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred the transactions set forth or provided for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretoherein.

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 5.10 hereof, all authority and power of the Servicer under this Agreement Indenture, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at shall be the direction successor Servicer hereunder and the duties and obligations of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicableterminate. The Servicer shall grant the Issuing Entity, perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to such transfer. If the Servicer in its capacity fails to undertake such action as Servicer under this Agreement with respect is reasonably necessary to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In effectuate such eventa transfer, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer’s functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Servicer’s obligations hereunder, including, without limitation, the transfer within one Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided, however, no change to the Servicing Fee may be made unless the Indenture Trustee shall have received the written consent of Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture. The Indenture Trustee shall be entitled to be reimbursed by the Servicer, (or by the Trust Estate to the extent set forth in Section 3.4(a)(i) or Section 6.6(a)(i) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, whether (iii) no obligation to complete pay any taxes required to be paid by the transfer and endorsement of the Receivables and related documentsServicer, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting (iv) no obligation to pay any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or fees and expenses of any other Successor party involved in this transaction that were incurred by the prior Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. . Notwithstanding anything contained in this Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (eincluding computer records) The Requisite Noteholders and work of the prior Servicer relating to the Timeshare Loans (or, if no Notes (other than Class XS Notes) are Outstandingcollectively, the Majority Certificateholders“Predecessor Servicer Work Product”), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby. The Indenture Trustee may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist appoint an Affiliate as the successor Servicer and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose the provisions of this Agreement, but no Section 5.4(b) related to the Indenture Trustee shall apply to such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretoAffiliate.

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 7.10 hereof, all authority and power of the Servicer under this Agreement Agreement, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in the successor Servicer appointed by the Buyer and Seller (i) which may be the Backup Servicer; or (ii) if ), and the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the duties and obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreementshall terminate. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except perform such actions as are reasonably necessary to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor assist any successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed Buyer and the Backup Servicer in such transfer. If the Servicer fails to undertake such action as is legally unable reasonably necessary to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trusteeeffectuate such a transfer, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are Buyer is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section7.4, it shall promptly (and, in any event, no later than five (5) Business Days subsequent to its receipt of the notice of termination from the Buyer) provide any successor Servicer, the Buyer, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the successor Servicer to assume the Servicer’s functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Buyer in effecting the termination of the Servicer, whether to complete ’s responsibilities and rights hereunder and the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as assumption by a successor Servicer of the ReceivablesServicer’s obligations hereunder, until a newly appointed including, without limitation, the transfer within one (1) Business Day to the Buyer or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination). Notwithstanding anything herein to the contrary, in no event shall Bluegreen be liable for any Servicing Fee or for any differential in the Receivables shall have assumed amount of the responsibilities Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of The Buyer shall be entitled to be reimbursed by the foregoingServicer, under (or by the Assets pursuant to the extent set forth in Section 4.3(a) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts liability with respect to any Receivables obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction that were incurred by the prior Servicer, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. . Notwithstanding anything contained in the Agreement to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (eincluding computer records) The Requisite Noteholders and work of the prior Servicer relating to the Timeshare Loans (or, if no Notes (other than Class XS Notes) are Outstandingcollectively, the Majority Certificateholders) may waive “Predecessor Servicer Work Product”), without any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent audit or other Servicing Termination Event examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or impair liability for the acts and omissions of the prior Servicer. If any right consequent theretoerror, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Buyer, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of Holders of at least 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer; provided, however, that the Indenture Trustee, as successor Servicer shall not be responsible, in its individual capacity, for the Issuing Entity fees and expenses of the Indenture Trustee, Owner Trustee, Issuer, Issuer Delaware Trustee, any custodian, the Administrator, Independent accountants or expenses incurred in connection with the Requisite Noteholders shall distribution and reports to the Noteholders. Notwithstanding the above, the Indenture Trustee, if it is legally unable or is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the IndentureServicer. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Any successor Servicer shall process such payments directly, through be an established institution having a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at net worth of not less than $100,000,000 and whose regular business includes the direction servicing of the Indenture Trustee acting at the direction comparable motor vehicle receivables having an aggregate outstanding principal balance of the Requisite Noteholders)not less than $50,000,000. (cb) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer Noteholders holding not less than a majority of the servicing aggregate outstanding principal balance of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Outstanding Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Servicer Replacement Event. Upon any such waiver, such Servicing Termination Servicer Replacement Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Servicer Replacement Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 5.10 hereof, all authority and power of the Servicer under this Agreement Indenture, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at shall be the direction successor Servicer hereunder and the duties and obligations of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicableterminate. The Servicer shall grant the Issuing Entity, perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to such transfer. If the Servicer in its capacity fails to undertake such action as Servicer under this Agreement with respect is reasonably necessary to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In effectuate such eventa transfer, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer's functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture Trustee in effecting the termination of the Servicer's responsibilities and rights hereunder and the assumption by a successor of the Servicer's obligations hereunder, including, without limitation, the transfer within one Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided, however, no change to the Servicing Fee may be made unless the Indenture Trustee shall have (i) submitted a servicing fee proposal (a "New Servicing Fee Proposal") to S&P seeking written confirmation as to whether or not the New Servicing Fee Proposal would result in a qualification, downgrade or withdrawal of any rating assigned to a Class of Notes, (ii) notified the Noteholders of S&P's response, and (iii) received the written consent of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture. The Indenture Trustee shall be entitled to be reimbursed by the Servicer, (or by the Trust Estate to the extent set forth in Section 3.4(a)(i) or Section 6.6(a)(i) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, whether (iii) no obligation to complete pay any taxes required to be paid by the transfer and endorsement of the Receivables and related documentsServicer, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting (iv) no obligation to pay any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or fees and expenses of any other Successor party involved in this transaction that were incurred by the prior Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. . Notwithstanding anything contained in the Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (eincluding computer records) The Requisite Noteholders and work of the prior Servicer relating to the Timeshare Loans (or, if no Notes (other than Class XS Notes) are Outstandingcollectively, the Majority Certificateholders"Predecessor Servicer Work Product"), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "Errors") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, "Continued Errors"), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby. The Indenture Trustee may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist appoint an Affiliate as the successor Servicer and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose the provisions of this Agreement, but no Section 5.4(b) related to the Indenture Trustee shall apply to such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretoAffiliate.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee maymay or, and at the direction of 66⅔ % of the Requisite Noteholders (or, if no Notes (other than Note Balance of the Controlling Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66⅔ % of the Servicer under this Agreement shallNote Balance of the Controlling Class, without further action, pass to and be vested in (i) the Backup shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.17.1, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Note Balance of the IndentureControlling Class may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a successor Servicer. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Collateral. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Collateral in such electronic form as the Successor Servicer may reasonably request and (ii) any Receivable Files in the Servicer’s possession. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Success Servicer direct, but only upon reasonable notice and during normal business hours, which do not unreasonably interfere with the Servicer’s normal operations, at the respective offices of the Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.the

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of Holders of at least 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal balance of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 aggregate outstanding principal balance of the IndentureOutstanding Notes may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on 27 2018-2 Sale & Servicing Agreement behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (except as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicerset forth in Section 7.1(a). (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefor in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) belowSection 5.1(b). (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (aSection 5.1(a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Servicing Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1i) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2ii) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replacedthe Servicer resigns or is terminated, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections Section 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Servicing Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Servicer Termination Event. Upon any such waiver, such Servicing Servicer Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Servicer Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Servicer Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee maymay or, and at the direction of 66⅔% of the Requisite Noteholders (or, if no Notes (other than Note Balance of the Controlling Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66⅔% of the Servicer under this Agreement shallNote Balance of the Controlling Class, without further action, pass to and be vested in (i) the Backup shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice or, if no such date is specified in such 716542789 15481814 24 Sale and Servicing Agreement (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (USAA 2015-1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided thattermination notice, in no event shall the amount until receipt of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Periodnotice. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.17.1, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Note Balance of the IndentureControlling Class may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a successor Servicer. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Collateral. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Collateral in such electronic form as the Successor Servicer may reasonably request and (ii) any Receivable Files in the Servicer’s possession. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Success Servicer direct, but only upon reasonable notice and during normal business hours, which do not unreasonably interfere with the Servicer’s normal operations, at the respective offices of the Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer 716542789 15481814 25 Sale and Servicing Agreement (USAA 2015-1) shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Indenture Trustee may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 5.10 hereof, all authority and power of the Servicer under this Agreement Indenture, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at shall be the direction successor Servicer hereunder and the duties and obligations of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicableterminate. The Servicer shall grant the Issuing Entity, perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to such transfer. If the Servicer in its capacity fails to undertake such action as Servicer under this Agreement with respect is reasonably necessary to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In effectuate such eventa transfer, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer’s functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Servicer’s obligations hereunder, including, without limitation, the transfer within one Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided, however, no change to the Servicing Fee may be made unless the Indenture Trustee shall have received the written consent of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture. The Indenture Trustee shall be entitled to be reimbursed by the Servicer, (or by the Trust Estate to the extent set forth in Section 3.4(a)(i) or Section 6.6(a)(i) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, whether (iii) no obligation to complete pay any taxes required to be paid by the transfer and endorsement of the Receivables and related documentsServicer, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting (iv) no obligation to pay any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or fees and expenses of any other Successor party involved in this transaction that were incurred by the prior Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. Notwithstanding anything contained in this Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Servicer relating to the Timeshare Loans (collectively, the “Predecessor Servicer Work Product”), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby. The Indenture Trustee may appoint an Affiliate or the Backup Servicer as the successor Servicer and the provisions of this Section 5.4(b) related to the Indenture Trustee shall apply to such Affiliate or Backup Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee maymay or, and at the direction of 66⅔% of the Requisite Noteholders (or, if no Notes (other than Note Balance of the Controlling Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66⅔% of the Servicer under this Agreement shallNote Balance of the Controlling Class, without further action, pass to and be vested in (i) the Backup shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such 708320802 14443670 24 Sale and Servicing Agreement termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.17.1, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Note Balance of the IndentureControlling Class may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a successor Servicer. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Collateral. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Collateral in such electronic form as the Successor Servicer may reasonably request and (ii) any Receivable Files in the Servicer’s possession. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Success Servicer direct, but only upon reasonable notice and during normal business hours, which do not unreasonably interfere with the Servicer’s normal operations, at the respective offices of the Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer 708320802 14443670 25 Sale and Servicing Agreement shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Indenture Trustee may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of 66-2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shallNoteholders, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Noteholders and the Noteholderseach Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s 's receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity Outstanding Notes may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to exist and paid in accordance with Section 2.7 be deemed to have been cured and not to have occurred for every purpose of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefore in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at 18 CRVNA 2022-P2 Servicing Agreement the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer.. 19 CRVNA 2022-P2 Servicing Agreement (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 5.10 hereof, all authority and power of the Servicer under this Agreement Indenture, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at shall be the direction successor Servicer hereunder and the duties and obligations of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicableterminate. The Servicer shall grant the Issuing Entity, perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to such transfer. If the Servicer in its capacity fails to undertake such action as Servicer under this Agreement with respect is reasonably necessary to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In effectuate such eventa transfer, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer’s functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Servicer’s obligations hereunder, including, without limitation, the transfer 40 within one Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided, however, no change to the Servicing Fee may be made unless the Indenture Trustee shall have received the written consent of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture. The Indenture Trustee shall be entitled to be reimbursed by the Servicer, (or by the Trust Estate to the extent set forth in Section 3.4(a)(i) or Section 6.6(a)(i) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, whether (iii) no obligation to complete pay any taxes required to be paid by the transfer and endorsement of the Receivables and related documentsServicer, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting (iv) no obligation to pay any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or fees and expenses of any other Successor party involved in this transaction that were incurred by the prior Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. . Notwithstanding anything contained in this Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (eincluding computer records) The Requisite Noteholders and work of the prior Servicer relating to the Timeshare Loans (or, if no Notes (other than Class XS Notes) are Outstandingcollectively, the Majority Certificateholders“Predecessor Servicer Work Product”), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby. The Indenture Trustee may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist appoint an Affiliate or the Backup Servicer as the successor Servicer and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose the provisions of this Agreement, but no Section 5.4(b) related to the Indenture Trustee shall apply to such waiver shall extend to any prior, subsequent Affiliate or other Servicing Termination Event or impair any right consequent thereto.Backup Servicer. 41

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of Holders of at least 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal balance of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 aggregate outstanding principal balance of the IndentureOutstanding Notes may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (except as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicerset forth in Section 7.1(a). (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. 24 Sale and Servicing Agreement (VALET 2014-1) (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefor in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee maymay or, and at the direction of 66⅔% of the Requisite Noteholders (or, if no Notes (other than Note Balance of the Controlling Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Noteholders and the Noteholderseach Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66⅔% of the Servicer under this Agreement shallNote Balance of the Controlling Class, without further action, pass to and be vested in (i) the Backup shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.17.1, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a 24 Sale and Servicing Agreement (USAA 2010-1) successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Note Balance of the IndentureControlling Class may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a successor Servicer. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Collateral. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Collateral in such electronic form as the Successor Servicer may reasonably request and (ii) any Receivable Files in the Servicer’s possession. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Success Servicer direct, but only upon reasonable notice and during normal business hours, which do not unreasonably interfere with the Servicer’s normal operations, at the respective offices of the Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal balance of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 aggregate outstanding principal balance of the IndentureOutstanding Notes may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and 24 Sale and Servicing Agreement other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (except as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicerset forth in Section 7.1(a). (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefor in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Relevant Trustee mayshall, and at the direction of 66 2⁄3% of the Requisite Noteholders Outstanding Note Balance (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall), by notice given to the Servicer, the Owner Trustee, the Issuing EntityDelaware Trustee, the Issuer, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power the Relevant Trustee, acting at the direction of 66 2⁄3% of the Servicer under this Agreement shallOutstanding Note Balance (or, without further actionif no Notes are Outstanding, pass to and be vested in (i) the Backup Majority Certificateholders), shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing EntityOutstanding Note Balance (or, if no Notes are Outstanding, the Indenture TrusteeMajority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 6.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c5.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee shall have no liability or obligation to act unless directed to do so pursuant to written direction from the Noteholders. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Issuer may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. ‌ (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Relevant Trustee mayshall, and at the written direction of 66⅔% of the Requisite Noteholders Note Balance of the Outstanding Notes of the Controlling Class (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall), by notice given to the Servicer, the Grantor Trust Trustee, the Owner Trustee, the Issuing EntityIssuer, the Grantor Trust, the Retained Interest Lender, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power the Relevant Trustee, acting at the written direction of 66⅔% of the Servicer under this Agreement shallNote Balance of the Outstanding Notes of the Controlling Class (or, without further actionif no Notes are Outstanding, pass to and be vested in (i) the Backup Majority Certificateholders), shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until If a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer Xxxxxxxx has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act in its sole discretion, will appoint, or petition a court of competent jurisdiction to appoint, a successor Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle receivables. If the Indenture Trustee shall become successor Servicer hereunder, it shall not be liable for the acts or omissions by the predecessor Servicer. Notwithstanding anything to the Servicer under this Agreement at contrary contained herein or in the expense Transaction Documents, if the Indenture Trustee shall act as successor Servicer, it shall not in any event have obligations (including indemnities other than those resulting from the actions of the Issuing Entity and paid in accordance successor Servicer as successor Servicer) (i) with Section 2.7 respect to the repurchase of the Indenture. If requested by Receivables, (ii) to pay any fees, expenses and other amounts owing to the Issuing EntityAdministrator, the Owner Trustee, Grantor Trust Trustee, Indenture Trustee, or any successor custodian, or (iii) to pay any indemnities owed by the Backup Servicer or (iv) the Successor Servicer, as applicable, fees and expenses of Independent Accountants or expenses incurred in connection with distributions and reports to the extent Noteholders. (b) Noteholders holding not inconsistent with less than a majority of the Master Agency Note Balance of the Outstanding Notes of the Controlling Class (or, if no Notes are Outstanding, the Majority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer, and the Servicer shall cooperate with and assist such successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 6.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c5.2(c). In such event, the Indenture Trustee, the Grantor Trust Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Issuer may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer shall agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, but in no such waiver event shall extend the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any prior, subsequent or other Servicing Termination Event or impair any right consequent theretosuccessor Servicer to act as successor Servicer hereunder.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of Holders of at least 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal balance of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 aggregate outstanding principal balance of the IndentureOutstanding Notes may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement, except as set forth in Section 7.1(a). Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer.27 2018-1 Sale & Servicing Agreement (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefor in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of Holders of at least 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal balance of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 aggregate outstanding principal balance of the IndentureOutstanding Notes may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Postright consequent thereto. 27 2020-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders).1 Sale & Servicing Agreement (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (except as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicerset forth in Section 7.1(a). (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefor in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes [(other than Class XS Notes) )] are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in [(i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, ,] such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the [Backup Servicer (or another another] Successor Servicer) [)] has assumed the obligations of the predecessor Servicer [in the time period set forth in the Backup Servicing Agreement]. [The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes [(other than the Class XS Notes) )] have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to [(1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) )] any Successor Servicer [(excluding the Backup Servicer) )] shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. [The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. .] In the event that a successor Servicer has not been appointed [and the Backup Servicer is legally unable to act act] at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. [The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. .] The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, [the Backup Servicer or or] the Successor Servicer[, as applicable, ,] shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. [ ] (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes [(other than Class XS Notes) )] are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee maymay or, and at the direction of 66 2⁄3% of the Requisite Noteholders (or, if no Notes (other than Note Balance of the Controlling Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66 2⁄3% of the Servicer under this Agreement shallNote Balance of the Controlling Class, without further action, pass to and be vested in (i) the Backup shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice or, if no such date is specified in such 26 Sale and Servicing Agreement (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (USAA 2017-1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided thattermination notice, in no event shall the amount until receipt of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Periodnotice. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.17.1, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of the Issuing Entity and paid in accordance with Section 2.7 comparable motor vehicle receivables having an aggregate outstanding principal amount of the Indenturenot less than $50,000,000. If requested by the Issuing EntityIndenture Trustee shall become successor Servicer hereunder, the Indenture Trustee shall be entitled to appoint a subservicer; provided that the Indenture Trustee, the Backup Servicer or the Successor in its capacity as successor Servicer, as applicable, to shall be fully liable for the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, acts or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments omissions of such subservicer under the Receivables directly Transaction Documents to which it is a party. If the Indenture Trustee shall become succesor Servicer hereunder, it shall not be liable for the acts or at the direction of the Successor Servicer at omissions by the predecessor Servicer’s expense (. Notwithstanding anything to the contrary contained herein or in which event the Successor Servicer shall process such payments directlyTransaction Documents, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of if the Indenture Trustee acting at shall act as successor Servicer, it shall not in any event have obligations (i) with respect to the direction repurchase of the Requisite Noteholders)Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, or (iii) to pay any indemnities owed by the Servicer. (b) Noteholders holding not less than a majority of the Note Balance of the Controlling Class may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to exist and be deemed to have been cured and not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicer Replacement Event or impair any right consequent thereto. (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a successor Servicer. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Collateral. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Collateral in such electronic form as the Successor Servicer may reasonably request and (ii) any Receivable Files in the Servicer’s possession. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Successor Servicer directs, but only upon reasonable notice and during normal business hours, which do not unreasonably interfere with the Servicer’s normal operations, at the respective offices of the Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the 27 Sale and Servicing Agreement (USAA 2017-1) Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Indenture Trustee may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Noteholders and the Noteholderseach Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal balance of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 aggregate outstanding principal balance of the IndentureOutstanding Notes may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (except as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicerset forth in Section 7.1(a). (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefore in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Relevant Trustee mayshall, and at the direction of 66 2⁄3% of the Requisite Noteholders Outstanding Note Balance of the Controlling Class (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall), by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, [the Swap Counterparty,] the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66 2⁄3% of the Servicer under this Agreement shallOutstanding Note Balance of the Controlling Class (or, without further actionif no Notes are Outstanding, pass to and be vested in (i) the Backup Majority Certificateholders), shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act in its sole discretion, will appoint, or petition a court of competent jurisdiction to appoint, a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Outstanding Note Balance of the Indenture. If requested by the Issuing EntityControlling Class (or, if no Notes are Outstanding, the Indenture TrusteeMajority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) 16 Form of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15.Servicing Agreement Table of Contents (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 6.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c5.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Issuer may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of Holders of at least 66 2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the IndentureServicer. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Any successor Servicer shall process such payments directly, through be an established institution having a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at net worth of not less than $100,000,000 and whose regular business includes the direction servicing of the Indenture Trustee acting at the direction comparable motor vehicle receivables having an aggregate outstanding principal balance of the Requisite Noteholders)not less than $50,000,000. (cb) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer Noteholders holding not less than a majority of the servicing aggregate outstanding principal balance of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Outstanding Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Servicer Replacement Event. Upon any such waiver, such Servicing Termination Servicer Replacement Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Servicer Replacement Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Relevant Trustee mayshall, and at the direction of 66 2/3% of the Requisite Noteholders Note Balance of the Controlling Class (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shallCertificatholders), by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66 2/3% of the Servicer under this Agreement shallNote Balance of the Controlling Class (or, without further actionif no Notes are Outstanding, pass to and be vested in (i) the Backup Majority Certificateholders), shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Note Balance of the Indenture. If requested by the Issuing EntityControlling Class (or, if no Notes are Outstanding, the Indenture TrusteeMajority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 6.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c5.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Indenture Trustee or the Issuer may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 5.10 hereof, all authority and power of the Servicer under this Agreement Indenture, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at shall be the direction successor Servicer hereunder and the duties and obligations of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicableterminate. The Servicer shall grant the Issuing Entity, perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to such transfer. If the Servicer in its capacity fails to undertake such action as Servicer under this Agreement with respect is reasonably necessary to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In effectuate such eventa transfer, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer’s functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Servicer’s obligations hereunder, including, without limitation, the transfer within one Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided, however, no change to the Servicing Fee may be made unless the Indenture Trustee shall have received the written consent of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture. The Indenture Trustee shall be entitled to be reimbursed by the Servicer, (or by the Trust Estate to the extent set forth in Section 3.4(a)(i) or Section 6.6(a)(i) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, whether (iii) no obligation to complete pay any taxes required to be paid by the transfer and endorsement of the Receivables and related documentsServicer, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting (iv) no obligation to pay any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or fees and expenses of any other Successor party involved in this transaction that were incurred by the prior Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. . Notwithstanding anything contained in the Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (eincluding computer records) The Requisite Noteholders and work of the prior Servicer relating to the Timeshare Loans (or, if no Notes (other than Class XS Notes) are Outstandingcollectively, the Majority Certificateholders“Predecessor Servicer Work Product”), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby. The Indenture Trustee may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist appoint an Affiliate as the successor Servicer and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose the provisions of this Agreement, but no Section 5.4(b) related to the Indenture Trustee shall apply to such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretoAffiliate.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of 66-2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shallNoteholders, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Noteholders and the Noteholderseach Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity Outstanding Notes may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Termination Event shall cease to exist and paid in accordance with Section 2.7 be deemed to have been cured and not to have occurred for every purpose of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Termination Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefore in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of 66-2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shallNoteholders, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Noteholders and the Noteholderseach Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity Outstanding Notes may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to exist and paid in accordance with Section 2.7 be deemed to have been cured and not to have occurred for every purpose of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefore in accordance with Section 4.4.

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 5.10 hereof, all authority and power of the Servicer under this Agreement Indenture, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at shall terminate the direction Backup Servicing Agreement and be the successor Servicer hereunder and the duties and obligations of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicableterminate. The Servicer shall grant the Issuing Entity, perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to such transfer. If the Servicer in its capacity fails to undertake such action as Servicer under this Agreement with respect is reasonably necessary to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In effectuate such eventa transfer, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five (5) Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer's functions hereunder, and the Servicer shall cooperate with the Indenture Trustee in affecting the termination of the Servicer's responsibilities and rights hereunder and the assumption by a successor of the Servicer's obligations hereunder, including, without limitation, the transfer within one (1) Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter be received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided, however, no change to the Servicing Fee may be made unless the Indenture Trustee shall have received the written consent of Holders representing at least 66-2/3% of the Outstanding Note Balance of the most senior Class of Notes then Outstanding. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Silverleaf be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture. The successor servicer shall be entitled to be reimbursed by the Servicer, (or from the Trust Estate to the extent set forth in Section 3.4(a)(iii), or Section 6.6 hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, whether (iii) no obligation to complete pay any taxes required to be paid by the transfer and endorsement of the Receivables and related documentsServicer, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting (iv) no obligation to pay any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or fees and expenses of any other Successor party involved in this transaction that were incurred by the prior Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. . Notwithstanding anything contained in this Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (eincluding computer records) The Requisite Noteholders and work of the prior Servicer relating to the Timeshare Loans (or, if no Notes (other than Class XS Notes) are Outstandingcollectively, the Majority Certificateholders“Predecessor Servicer Work Product”), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby. The Indenture Trustee may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist appoint an Affiliate as the successor Servicer and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose the provisions of this Agreement, but no Section 5.4(b) related to the Indenture Trustee shall apply to such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretoAffiliate.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of 66-2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shallControlling Class, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Noteholders and the Noteholderseach Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Controlling Class may waive any Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders)Replacement Event. (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefore in accordance with Section 4.4.

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 5.10 hereof, all authority and power of the Servicer under this Agreement Indenture, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at shall be the direction successor Servicer hereunder and the duties and obligations of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicableterminate. The Servicer shall grant the Issuing Entity, perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to such transfer. If the Servicer in its capacity fails to undertake such action as Servicer under this Agreement with respect is reasonably necessary to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In effectuate such eventa transfer, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five (5) Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer's functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture Trustee in effecting the termination of the Servicer's responsibilities and rights hereunder and the assumption by a successor of the Servicer's obligations hereunder, including, without limitation, the transfer within one (1) Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided, however, no change to the Servicing Fee may be made unless the Indenture Trustee shall have (i) submitted a servicing fee proposal (a "NEW SERVICING FEE PROPOSAL") to S&P seeking written confirmation as to whether or not the New Servicing Fee Proposal would result in a qualification, downgrade or withdrawal of any rating assigned to a Class of Notes, (ii) notified the Noteholders of S&P's response, and (iii) received the written consent of Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture. The Indenture Trustee shall be entitled to be reimbursed by the Servicer, (or by the Trust Estate to the extent set forth in Section 3.4(a)(i) or Section 6.6(a)(i) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, whether (iii) no obligation to complete pay any taxes required to be paid by the transfer and endorsement of the Receivables and related documentsServicer, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting (iv) no obligation to pay any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or fees and expenses of any other Successor party involved in this transaction that were incurred by the prior Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. . Notwithstanding anything contained in the Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (eincluding computer records) The Requisite Noteholders and work of the prior Servicer relating to the Timeshare Loans (or, if no Notes (other than Class XS Notes) are Outstandingcollectively, the Majority Certificateholders"PREDECESSOR SERVICER WORK PRODUCT"), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "ERRORS") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, "CONTINUED ERRORS"), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby. The Indenture Trustee may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist appoint an Affiliate as the successor Servicer and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose the provisions of this Agreement, but no Section 5.4(b) related to the Indenture Trustee shall apply to such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretoAffiliate.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee mayshall, and at the direction of 66-2/3% of the Requisite Noteholders (or, if no Notes (other than Class XS aggregate outstanding principal balance of the Outstanding Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Indenture Trustee shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal balance of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 aggregate outstanding principal balance of the IndentureOutstanding Notes may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (except as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicerset forth in Section 7.1(a). (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefor in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred occur and be continuing, the Indenture Trustee may, and at Administrative Agent may replace the direction of Servicer with the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, Back-up Servicer or with another successor Servicer by giving written notice given thereof to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders . On and the Noteholders, terminate the rights and obligations after receipt of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivablessuch written notice, all authority and power of the Servicer under this Agreement shall, without further action, shall pass to and be vested in (i) the Backup Servicer; Back-up Servicer or (ii) if the Backup Servicer has been terminated, such Successor other successor Servicer as may be approved under clause (b) belowappointed by the Administrative Agent; provided, however, that the Servicer cannot be removed unless and until the Back-up Servicer or such other successor Servicer has been selected and appointed. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will cooperate with and assist any new Servicer, including providing access to, and transferring, all Receivables Files and the Collection Account and allowing the new Servicer to use (to the extent legally permissible) all licenses, hardware or software necessary or desirable to collect the Receivables. (c) Following the removal of the Servicer and replacement with a successor Servicer that is not an Affiliate of TFS or any successor thereto, the Administrative Agent may (a) notify Obligors of the security interest of the Administrative Agent in the Financed Receivables and may direct such Obligors to make all payments thereof to the Administrative Agent’s designee, and (b) notify each issuer of an Insurance Policy of the security interest of the Administrative Agent hereunder in the Financed Receivables and in the Related Security (including the applicable Equipment and Insurance Policy thereon) and may direct such issuers to make all payments thereon to the Administrative Agent’s designee. (d) In the event of a replacement of TFS as Servicer after a Servicer Replacement Event, the Administrative Agent agrees to use commercially reasonable efforts to effect cause any successor Servicer to agree to indemnify the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and against any losses, liabilities, damages or expenses (including attorneys’ fees and disbursementsfees) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) as a result of the Indenture, as applicable) upon presentation of reasonable documentation negligence or willful misconduct of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, Servicer shall take such steps consistent with Customary Servicing Practices as necessary to maintain perfection of TFS’s security interest created by such Receivable in the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretorelated Equipment.

Replacement of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuingIn the event that Xxxxxxx Xxxxx, at any time under the Indenture Trustee mayXxxxxxx Xxxxx Facility, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by has exercised its right or has given notice given that it will exercise its right to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer Company (or any permitted successor or assignee of the Company) as servicer under this Agreement the Xxxxxxx Xxxxx Facility, the Company shall promptly notify the Collateral Agent and the Holders of such termination or notice to terminate and, upon such termination or in the event a notice to terminate has not been rescinded within seven (7) Business Days after the Company's receipt thereof, the Intercreditor Collateral Agent shall have the right to replace the Company as servicer with respect to the ReceivablesCollateral granted pursuant to the Note Documents. In The Intercreditor Collateral Agent may exercise such right by giving written notice to the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) belowCompany. (b) Upon In the Servicer’s event of such replacement of the Company as servicer of the Collateral, the Company covenants (i) to safeguard the servicing records and (ii) that all funds and loan documents relating to the Collateral (collectively, the "Medallion Loan Records") shall, at the option of the Intercreditor Collateral Agent, promptly upon receipt of notice of termination pursuant the Intercreditor Collateral Agent's intent to clause appoint a new servicer for the Collateral, be submitted to the control of the Intercreditor Collateral Agent or its designee and that, on the date such notice is received, they will be transferred to the Intercreditor Collateral Agent or its designee, without prejudice to the rights, if any, of either party against the other. (ac) above Prior to the replacement of the Company as servicer of the Collateral, the Intercreditor Collateral Agent may establish with the Agent a segregated account on behalf of the Company (the "Alternate Collection Account"). From and after receipt of such notice, all collections arising with respect to the Collateral shall, whether credited to the Fleet Concentration Account (as defined in the Bank Loan Agreement) or otherwise received by the Servicer’s resignation Company, the Intercreditor Collateral Agent, the Agent, any replacement servicer appointed by the Agent or any other Person, be deposited in the Alternate Collection Account. The Intercreditor Collateral Agent shall distribute the funds on deposit in the Alternate Collection Account in accordance with the terms of this Agreementthe Intercreditor Agreement on each date a Principal Payment is required under Section 14.3 hereof and each date interest is payable on the Notes. The Company hereby pledges to the Intercreditor Collateral Agent, for itself, the predecessor Servicer shall continue to perform its functions as Servicer under this AgreementAgent, only until the Backup Servicer (or another Successor Servicer) has assumed Funding Banks and the obligations of Holders, and grants the predecessor Servicer Intercreditor Collateral Agent a security interest, in the Alternate Collection Account and all funds that may be on deposit there from time period set forth in the Backup Servicing Agreementto time. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder Company further covenants and agrees (except i) to provide notification to the extent otherwise set forth obligors in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role respect of Successor Servicerany Medallion Loan, the Requisite Noteholders (Commercial Loan or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors Collateral to make all payments under the Receivables in respect of such Collateral directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.Alternate Collection Account and

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Relevant Trustee mayshall, and at the direction of 66 2/3% of the Requisite Noteholders Outstanding Note Balance (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall), by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66 2/3% of the Servicer under this Agreement shallOutstanding Note Balance (or, without further actionif no Notes are Outstanding, pass to and be vested in (i) the Backup Majority Certificateholders), shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.1Section, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing EntityOutstanding Note Balance (or, if no Notes are Outstanding, the Indenture TrusteeMajority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 6.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c5.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Indenture Trustee or the Issuer may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If any of the following events (a "Servicer Termination Event Default") shall have occurred occur and be continuing: (i) any failure by the Servicer to make any payment or deposit required to be made hereunder and the continuance of such failure for a period of five Business Days; (ii) any representation or warranty made by the Servicer in Section 7.1 or any information set forth in a Servicer Report or other certificate delivered to the Agent, shall prove to have been incorrect in any material respect when made, which continues to be incorrect in any material respect for a period of sixty days after the Indenture Trustee may, and at the direction earlier of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, date on which an officer of the Majority Certificateholders) shall, by Servicer has actual knowledge thereof and the date on which written notice thereof has been given to the ServicerServicer requiring the same to be remedied, by the Owner Trustee, Agent; (iii) failure on the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations part of the Servicer under to observe or perform in any material respect any other term, covenant or agreement in this Agreement or any other Sale Document which continues unremedied for sixty days after the earlier of the date on which an officer of the Servicer has actual knowledge of such failure and the date on which written notice of such failure has been given to the Servicer requiring the same to be remedied, by the Agent; or (iv) an Insolvency Event with respect to the Receivables. In Seller or the event Servicer, [Chrysler Receivables Sale Agreement] then, so long as such Servicer Default shall not have been remedied, the Servicer is removed Agent shall have the right to remove CFC (or resigns any successor Servicer) as Servicer with respect by giving written notice thereof to servicing the ReceivablesServicer. On and after receipt of such written notice, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor successor Servicer as may be approved under clause (b) belowappointed by the Agent; provided however, that the Servicer cannot be removed until a successor Servicer is selected and appointed and such successor Servicer meets industry-wide standards for being a Servicer of retail automotive receivables. (b) Upon If CFC is removed as Servicer, CFC shall transfer to any successor Servicer designated by the Servicer’s receipt Agent all records, correspondence and documents (including computer software) requested by the Agent or such successor Servicer and permit such Persons to have access to, and to copy, all software used by the Servicer in the collection, administration or monitoring of notice the Purchased Receivables. In the case of termination pursuant to clause (a) above software that is then licensed by, or the Servicer’s resignation in accordance with the terms of this Agreementotherwise made available to, the predecessor Servicer from or by any third party, the Servicer shall continue use its best efforts to perform its functions as obtain such consents and otherwise take all actions necessary in order to enable any Servicer under this Agreement, only until hereunder to succeed to all rights of CFC to the Backup Servicer (or another Successor Servicer) has assumed quiet use and enjoyment of such software for the purpose of discharging the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid or in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent connection with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders)Sale Documents. (c) If replacedFollowing the occurrence of a Servicer Default, (i) the Agent may (a) notify Obligors of the ownership interest of the Agent on behalf of the Investors hereunder in the Purchased Receivables and the Related Security, (b) notify each issuer of an Insurance Policy of the ownership interest of the Agent on behalf of the Investors hereunder in the Purchased Receivables and in the Related Security (including the applicable Financed Vehicle and Insurance Policy thereon), and (c) direct the Seller to, whereupon the Seller immediately shall, note the interest of the Agent on behalf of the Investors hereunder on each Certificate of Title relating to each Financed Vehicle and (ii) the Investors and the Agent shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the Uniform Commercial Code of the applicable jurisdiction and other applicable laws, which rights shall be cumulative. [Chrysler Receivables Sale Agreement] (d) In the event of a Servicer Default, each of the Seller and the Servicer agrees that it will use commercially (with respect to itself) will, unless the Agent has otherwise consented in writing, at any reasonable efforts time, permit the Agent or its agents or representatives, to effect visit and inspect any of its properties, to examine its books of account and other records and files relating to Purchased Receivables (including, without limitation, computer tapes and disks) and to discuss its affairs, business, finances and accounts with its officers and employees. The Seller shall pay to the orderly Agent and efficient transfer of the servicing of the Receivables to a Successor Servicer. All Investors any and all reasonable costs and expenses incurred in connection with transferring of the Receivable Files Agent and Servicer Files to the Successor Servicer and all other reasonable costs and expenses Investors, if any (including attorneys’ reasonable counsel fees and disbursementsexpenses) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) enforcement of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee this Agreement and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15other documents delivered hereunder. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuingIn the event that Xxxxxxx Xxxxx, at any time under the Indenture Trustee mayXxxxxxx Xxxxx Facility, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by has exercised its right or has given notice given that it will exercise its right to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of Medallion Funding (or any permitted successor or assignee of Medallion Funding) as servicer under the Servicer under this Agreement Xxxxxxx Xxxxx Facility and such notice has not been rescinded within seven (7) Business Days after the Borrowers' receipt thereof, the Borrowers shall promptly notify the Agent of such termination or notice to terminate, and the Agent shall have the right to replace either Borrower as servicer with respect to the ReceivablesCollateral granted pursuant to the Loan Agreement. In the event the Servicer is removed or resigns as Servicer with respect The Agent may exercise such right by giving written notice to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) belowBorrower. (b) Upon In the Servicer’s event of such replacement of Medallion Funding as servicer of the Collateral, each Borrower covenants (i) to safeguard the servicing records and (ii) that all funds and loan documents relating to the Collateral (collectively, the "Medallion Loan Records") shall, at the option of the Agent, promptly upon receipt of notice of termination pursuant the Agent's intent to clause (a) above or appoint a new servicer for the Servicer’s resignation in accordance with Collateral, be submitted to the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations control of the predecessor Servicer in Agent or its designee and that, on the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written date such notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunderis received, the Backup Servicer shall assume the obligations of Servicer hereunder (except they will be transferred to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor ServicerAgent or its designee, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except without prejudice to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on rights, if any, of either party against the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders)other. (c) If replacedPrior to the replacement of either Borrower as servicer of the Collateral, the Servicer Agent may arrange for the collateral agent appointed pursuant to the Collateral Agency Agreement (the "Collateral Agent") to establish with the Agent a segregated account on behalf of such Borrower (the "Alternate Collection Account"). The Agent shall notify the Borrowers of the establishment of the Alternate Collection Account, specifying the account number for such account. From and after receipt of such notice, all collections arising with respect to the Collateral shall, whether credited to the Fleet Concentration Account or otherwise received by either Borrower, the Collateral Agent, the Agent, any replacement servicer appointed by the Agent or any other Person, be deposited in the Alternate Collection Account. The Collateral Agent shall distribute the funds on deposit in the Alternate Collection Account in accordance with Article 2B hereof on each date a Principal Payment is required under Section 2.5(b) hereof and each date interest is payable under this Agreement. Each Borrower hereby pledges to the Collateral Agent, for itself, the Agent, the Banks and the Senior Note Holders, and grants the Collateral Agent a security interest in the Alternate Collection Account and all funds that may be on deposit there from time to time. Each Borrower further covenants and agrees (i) to provide notification to the obligors in respect of any Medallion Loan, Commercial Loan or other Collateral to make all payments in respect of such Collateral directly to the Alternate Collection Account and (ii) to otherwise cooperate with the Agent in ensuring that such payments are made directly to the Alternate Collection Account. (d) Notwithstanding any appointment of a new servicer hereunder, neither Borrower shall be relieved of liability for all amounts due, or responsibilities owed the Agent or the Banks hereunder. Each Borrower forthwith upon receipt of notice of the Agent's appointment of a new servicer for the Collateral shall (i) pay over to the Agent or its designee all amounts held by it will or subsequently received by it with respect to the affected Collateral or the proceeds thereof, (ii) deliver to the Agent a full accounting in respect of the affected Collateral, including a statement showing the monthly payments and other amounts collected by or with respect to such Collateral and a statement of moneys held in trust by or on behalf of it for the payment of taxes, insurance premiums or other charges with respect to the affected Collateral, (iii) otherwise use commercially reasonable its best efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files affected Collateral to the Successor Servicer designee selected by the Agent, and (iv) arrange for the physical transfer and delivery to designee selected by the Agent of all Collateral and copies thereof in its possession, and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) Medallion Loan Records." 18. Amendment of Article 7 of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expensesLoan Agreement. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) Article 7 of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer Loan Agreement is hereby amended by deleting Article 7 in its capacity as Servicer under this Agreement with respect to entirety and substituting the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth following new Article 7 in Section 4.2(c). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.lieu thereof:

Replacement of Servicer. (a) If a From and after the receipt by the Servicer Termination Event shall have occurred and be continuing, of such written termination notice or the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations resignation of the Servicer under this Agreement with respect pursuant to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the ReceivablesSection 5.10 hereof, all authority and power of the Servicer under this Agreement Indenture, whether with respect to the Timeshare Loans or otherwise, shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 5.1, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders shall appoint, or petition a court of competent jurisdiction to appoint, a successor to the Servicer under this Agreement at the expense of the Issuing Entity and paid in accordance with Section 2.7 of the Indenture. If requested by the Issuing Entity, the Indenture Trustee, the Backup Servicer or the Successor Servicer, as applicable, to the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at shall be the direction successor Servicer hereunder and the duties and obligations of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicableterminate. The Servicer shall grant the Issuing Entity, perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or the Assumption Date, as applicable, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to such transfer. If the Servicer in its capacity fails to undertake such action as Servicer under this Agreement with respect is reasonably necessary to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c). In effectuate such eventa transfer, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of and at the predecessor expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and replacement records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer’s functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Servicer’s obligations hereunder, including, without limitation, the transfer within one Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided, however, no change to the Servicing Fee may be made unless the Indenture Trustee shall have received the written consent of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture. 39 The Indenture Trustee shall be entitled to be reimbursed by the Servicer, (or by the Trust Estate to the extent set forth in Section 3.4(a)(i) or Section 6.6(a)(i) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, whether (iii) no obligation to complete pay any taxes required to be paid by the transfer and endorsement of the Receivables and related documentsServicer, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting (iv) no obligation to pay any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or fees and expenses of any other Successor party involved in this transaction that were incurred by the prior Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer Servicer including the Initial original Servicer. Notwithstanding anything contained in this Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Servicer relating to the Timeshare Loans (collectively, the “Predecessor Servicer Work Product”), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby. The Indenture Trustee may appoint an Affiliate or the Backup Servicer as the successor Servicer and the provisions of this Section 5.4(b) related to the Indenture Trustee shall apply to such Affiliate or Backup Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee maymay or, and at the direction of 66⅔% of the Requisite Noteholders (or, if no Notes (other than Note Balance of the Controlling Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Noteholders and the Noteholderseach Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66⅔% of the Servicer under this Agreement shallNote Balance of the Controlling Class, without further action, pass to and be vested in (i) the Backup shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.17.1, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Note Balance of the IndentureControlling Class may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefore in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee maymay or, and at the direction of 662⁄3% of the Requisite Noteholders (or, if no Notes (other than Note Balance of the Controlling Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, [,] [and] the Certificateholders Noteholders[ and the NoteholdersSwap Counterparty], terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 662⁄3% of the Servicer under this Agreement shallNote Balance of the Controlling Class, without further action, pass to and be vested in (i) the Backup shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice or, if no 29 Sale and Servicing Agreement (the “Assumption Date”USAA 20[ ]-[ ]) pursuant to this Agreementsuch date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.17.1, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of the Issuing Entity and paid in accordance with Section 2.7 comparable motor vehicle receivables having an aggregate outstanding principal amount of the Indenturenot less than $50,000,000. If requested by the Issuing EntityIndenture Trustee shall become successor Servicer hereunder, the Indenture Trustee shall be entitled to appoint a subservicer; provided that the Indenture Trustee, the Backup Servicer or the Successor in its capacity as successor Servicer, as applicable, to shall be fully liable for the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, acts or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments omissions of such subservicer under the Receivables directly Transaction Documents to which it is a party. If the Indenture Trustee shall become succesor Servicer hereunder, it shall not be liable for the acts or at the direction of the Successor Servicer at omissions by the predecessor Servicer’s expense (. Notwithstanding anything to the contrary contained herein or in which event the Successor Servicer shall process such payments directlyTransaction Documents, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of if the Indenture Trustee acting at shall act as successor Servicer, it shall not in any event have obligations (i) with respect to the direction repurchase of the Requisite Noteholders)Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, or (iii) to pay any indemnities owed by the Servicer. (b) Noteholders holding not less than a majority of the Note Balance of the Controlling Class may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to exist and be deemed to have been cured and not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicer Replacement Event or impair any right consequent thereto. (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a successor Servicer. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Collateral. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Collateral in such electronic form as the Successor Servicer may reasonably request and (ii) any Receivable Files in the Servicer’s possession. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Successor Servicer directs, but only upon reasonable notice and during normal business hours, which do not unreasonably interfere with the Servicer’s normal operations, at the respective offices of the Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities 30 Sale and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15.Servicing Agreement (USAA 20[ ]-[ ]) (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Indenture Trustee may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee maymay or, and at the direction of 66⅔% of the Requisite Noteholders (or, if no Notes (other than Note Balance of the Controlling Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, the Certificateholders Noteholders[, the Swap Counterparty] and the Noteholderseach Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66⅔% of the Servicer under this Agreement shallNote Balance of the Controlling Class, without further action, pass to and be vested in (i) the Backup shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.17.1, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. 27 Sale and Servicing Agreement at the expense (USAA 20[ ]-[ ]) (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Note Balance of the IndentureControlling Class may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority CertificateholdersIndenture Trustee may make such arrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. (f) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom The predecessor Servicer shall be deemed not entitled to have occurred receive reimbursement for every purpose of this Agreement, but no such waiver shall extend any outstanding Advances made with respect to any prior, subsequent or other Servicing Termination Event or impair any right consequent theretothe Receivables to the extent funds are available therefore in accordance with Section 4.4.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee maymay or, and at the direction of 66⅔% of the Requisite Noteholders (or, if no Notes (other than Note Balance of the Controlling Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, Administrator [,] [and] the Certificateholders Noteholders[ and the NoteholdersSwap Counterparty], terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 66⅔% of the Servicer under this Agreement shallNote Balance of the Controlling Class, without further action, pass to and be vested in (i) the Backup shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.17.1, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of 27 Sale and Servicing Agreement (USAA 20[ ]-[ ]) competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000. (b) Noteholders holding not less than a majority of the Issuing Entity and paid in accordance with Section 2.7 Note Balance of the IndentureControlling Class may waive any Servicer Replacement Event. If requested by the Issuing EntityUpon any such waiver, the Indenture Trustee, the Backup such Servicer or the Successor Servicer, as applicable, Replacement Event shall cease to the extent exist and be deemed to have been cured and not inconsistent with the Master Agency to have occurred for every purpose of this Agreement, the but no such waiver shall extend to any prior, subsequent or other Servicer will terminate, Replacement Event or cause to be terminated, impair any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect right consequent thereto, and direct the Obligors to make all payments under the Receivables directly to or at the direction of the Successor Servicer at the predecessor Servicer’s expense (in which event the Successor Servicer shall process such payments directly, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of the Indenture Trustee acting at the direction of the Requisite Noteholders). (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a successor Servicer. The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Collateral. The Servicer shall transfer to the Successor Servicer all records held by the Servicer relating to the Collateral in such electronic form as the Successor Servicer may reasonably request and (ii) any Receivable Files in the Servicer’s possession. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Success Servicer direct, but only upon reasonable notice and during normal business hours, which do not unreasonably interfere with the Servicer’s normal operations, at the respective offices of the Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) may waive any Servicing Termination Event. Upon any such waiver, such Servicing Termination Event shall cease to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.

Replacement of Servicer. (a) If a Servicer Termination Replacement Event shall have occurred and be continuing, the Indenture Trustee maymay or, and at the direction of 662⁄3% of the Requisite Noteholders (or, if no Notes (other than Note Balance of the Controlling Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing EntityIssuer, the Administrator, [,] [and] the Certificateholders Noteholders[ and the NoteholdersSwap Counterparty], terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed terminated pursuant to this Section 7.1 or resigns as Servicer pursuant to Section 6.6 with respect to servicing the Receivables, all authority and power the Indenture Trustee, acting at the direction of 662⁄3% of the Servicer under this Agreement shallNote Balance of the Controlling Class, without further action, pass to and be vested in (i) the Backup shall appoint a successor Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) . Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, Agreement only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written termination notice (the “Assumption Date”) pursuant to this Agreementor, if no such date is specified in such termination notice, until receipt of such notice. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Servicer) shall be any rate pursuant to this Agreement in an amount acceptable to the Requisite Noteholders and shall not exceed the Servicing Strip Amount unless otherwise agreed to by the Requisite Noteholders; provided that, in no event shall the amount of the Servicing Fee payable to the predecessor Servicer be less than the pro rata share of the Servicing Fee due to such predecessor Servicer based on the number of days such predecessor Servicer served as Servicer in the related Collection Period. The Backup Servicer shall act as Successor Servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment. In the event that If a successor Servicer has not been appointed and the Backup Servicer is legally unable to act at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this Section 5.17.1, then the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, the Issuing Entity if it is legally unable or the Requisite Noteholders shall is unwilling to so act, will appoint, or petition a court of 29 Sale and Servicing Agreement (USAA 20[ ]-[ ]) competent jurisdiction to appoint, appoint a successor to Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the Servicer under this Agreement at the expense servicing of the Issuing Entity and paid in accordance with Section 2.7 comparable motor vehicle receivables having an aggregate outstanding principal amount of the Indenturenot less than $50,000,000. If requested by the Issuing EntityIndenture Trustee shall become successor Servicer hereunder, the Indenture Trustee shall be entitled to appoint a subservicer; provided that the Indenture Trustee, the Backup Servicer or the Successor in its capacity as successor Servicer, as applicable, to shall be fully liable for the extent not inconsistent with the Master Agency Agreement, the Servicer will terminate, acts or cause to be terminated, any arrangements relating to (A) the Depository Accounts; or (B) the Post-Office Boxes, and give notices thereunder or take other actions with respect thereto, and direct the Obligors to make all payments omissions of such subservicer under the Receivables directly Transaction Documents to which it is a party. If the Indenture Trustee shall become succesor Servicer hereunder, it shall not be liable for the acts or at the direction of the Successor Servicer at omissions by the predecessor Servicer’s expense (. Notwithstanding anything to the contrary contained herein or in which event the Successor Servicer shall process such payments directlyTransaction Documents, through a lock-box account with a lock-box bank or through a third-party payment processing system, in each case, at the direction of if the Indenture Trustee acting at shall act as successor Servicer, it shall not in any event have obligations (i) with respect to the direction repurchase of the Requisite Noteholders)Receivables, (ii) to pay any fees, expenses and other amounts owing to the Administrator, or (iii) to pay any indemnities owed by the Servicer. (b) Noteholders holding not less than a majority of the Note Balance of the Controlling Class may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to exist and be deemed to have been cured and not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicer Replacement Event or impair any right consequent thereto. (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to a Successor successor Servicer. The Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account in connection with its services hereafter or thereafter received with respect to the Collateral. The Servicer shall transfer to the successor Servicer all records held by the Servicer relating to the Collateral in such electronic form as the successor Servicer may reasonably request and (ii) any Receivable Files in the Servicer’s possession. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the successor Servicer directs, but only upon reasonable notice and during normal business hours, which do not unreasonably interfere with the Servicer’s normal operations, at the respective offices of the Servicer. All reasonable costs and expenses incurred in connection with transferring the Receivable Files and Servicer Files to the Successor successor Servicer and all other reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the transfer to the Successor successor Servicer related to the performance by the Servicer hereunder will be paid by the predecessor Servicer (or, if not so paid by the predecessor Servicer, in accordance with the priorities set forth in Sections 2.7(c) or 2.7(e) of the Indenture, as applicable) upon presentation of reasonable documentation of such costs and expenses. The Successor Servicer, if the Backup Servicer, shall be entitled to payment for reasonable transaction expenses incurred in connection with acting as Successor Servicer in accordance with the priorities and limits set forth in Section 2.7(a) or 2.7(e) of the Indenture, as applicable. The Servicer shall grant the Issuing Entity, the Indenture Trustee and the Backup Servicer reasonable access to the Servicer’s premises at the predecessor Servicer’s expense as contemplated by, and subject the restrictions set forth in, Section 7.15. (d) Upon the Appointment Effective Date or effectiveness of the Assumption Date, as applicableassumption by the successor Servicer of its duties pursuant to this Section 7.1, the Backup successor Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 4.2(c6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered (but not obligated) to execute and deliver, on 30 Sale and Servicing Agreement (USAA 20[ ]-[ ]) behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Without limiting any of the foregoing, under no circumstance shall Vervent Inc. (as Successor Servicer or otherwise) or any other Successor Servicer be deemed to have incurred any obligation to make any advance or provide indemnification for Actual Loss Amounts with respect to any Receivables or any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the Initial Servicer. (e) The Requisite Noteholders (or, if no Notes (other than Class XS Notes) are OutstandingIn connection with such appointment, the Majority Certificateholders) Indenture Trustee may waive any Servicing Termination Event. Upon any make such waiverarrangements for the compensation of the successor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such Servicing Termination Event shall cease compensation will be in excess of the amount paid to exist and be deemed to have been cured and not to have occurred and any Servicing Termination Event arising therefrom shall be deemed not to have occurred for every purpose of the predecessor Servicer under this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicing Termination Event or impair any right consequent thereto.