Common use of Replacement of the Servicer Clause in Contracts

Replacement of the Servicer. (a) If any of the following events has occurred, a Servicer Default, shall 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 Administrative 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 earlier of the date on which an officer of the Servicer has actual knowledge thereof and the date on which written notice thereof has been given to the Servicer requiring the same to be remedied, by the Purchaser or the Administrative Agent; (iii) failure on the part of the Servicer 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 Seller or the Servicer, then, so long as such Servicer Default shall not have been remedied, the Purchaser shall have the right to remove CFC (or any successor Servicer) as Servicer by giving written notice thereof to the Servicer. 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 such successor Servicer as may be appointed by the Purchaser, provided, however, that 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) If CFC is removed as Servicer, CFC shall transfer to any successor Servicer designated by the Purchaser all records, correspondence and documents 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 the Purchased Receivables. In the case of software that is then licensed by, or otherwise made available to, the Servicer from or by any third party, the Servicer shall use its best efforts to obtain such consents and otherwise take all actions necessary in order to enable any Servicer hereunder to succeed to all rights of CFC to the quiet use and enjoyment of such software for the purpose of discharging the obligations of the Servicer under or in connection with the Sale Documents. (c) Following the removal of CFC as Servicer, (i) the Purchaser and the Administrative Agent may (a) notify Obligors of the 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 each Financed Vehicle and (ii) the Purchaser and the Administrative 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.

Replacement of the Servicer. (a) If any The Transferors may, upon 90 days’ notice to the Servicer and the Trustee, remove the Servicer without cause and appoint a replacement servicer (the “Replacement Servicer”) that accepts its appointment by a written assumption in a form acceptable to the Trustee and the Transferors, subject to the satisfaction of the following events has occurred, a Servicer Default, shall occur and be continuingadditional conditions: (i) any failure by the such Replacement Servicer to make any payment or deposit required to shall be made hereunder and the continuance of such failure for a period of five Business Daysan Eligible Servicer; (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 Administrative Agent, Transferors 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 earlier given each Rating Agency prior notice of the date on which an officer appointment of the Servicer has actual knowledge thereof and the date on which written notice thereof has been given to the Servicer requiring the same to be remedied, by the Purchaser or the Administrative Agent;such Replacement Servicer; and (iii) failure on the part of the The Servicer shall continue 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 Seller or the Servicer, then, so long as such Servicer Default shall not have been remedied, the Purchaser shall have the right to remove CFC (or any successor Servicer) as Servicer by giving written notice thereof to the Servicer. On and after receipt of such written notice, all authority and power of the Servicer servicing functions under this Agreement shall, without further action, pass until the transfer of servicing to and be vested in such successor the Replacement Servicer as may be appointed by the Purchaser, provided, however, that 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 receivableshas been completed. (b) If CFC is removed Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement, shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall be a “Successor Servicer” for all purposes of this Agreement other than for purposes of Section 10.02 (except as set forth in subsection 8.09(d) below), and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer. (c) The Servicer agrees to cooperate with the Trustee and the Replacement Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Replacement Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, CFC in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Replacement Servicer. The Servicer shall within 20 Business Days transfer its electronic records relating to the Receivables to the Replacement Servicer in such electronic form as the Replacement Servicer may reasonably request and shall promptly transfer to any successor the Replacement Servicer designated by the Purchaser all other records, correspondence and documents requested by necessary for the Purchaser or continued servicing of the Receivables in the manner and at such successor times as the Replacement Servicer and permit such Persons to have access to, and to copy, all software used by shall reasonably request. To the extent that compliance with this Section shall require the Servicer in to disclose to the collection, administration or monitoring Replacement Servicer information of any kind which the Purchased Receivables. In the case of software that is then licensed by, or otherwise made available toServicer deems to be confidential, the Replacement Servicer from or by any third party, shall be required to enter into such licensing and confidentiality agreements as the Servicer shall use deem reasonably necessary to protect its best efforts to obtain such consents and otherwise take all actions necessary in order to enable any Servicer hereunder to succeed to all rights of CFC to the quiet use and enjoyment of such software for the purpose of discharging the obligations of the Servicer under or in connection with the Sale Documentsinterests. (cd) Following The provisions of Section 10.02(d) shall apply to the removal Replacement Servicer as a Successor Servicer. (e) Upon any appointment of CFC as Servicera Replacement Servicer pursuant to this Section 8.09, (i) the Purchaser and Trustee shall give prompt notice thereof to the Administrative Agent may (a) notify Obligors of the 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 each Financed Vehicle and (ii) the Purchaser and the Administrative 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 cumulativeInvestor Certificateholders.

Replacement of the Servicer. (a) If any of the following events has occurredevents, a Servicer Default, shall 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 Administrative 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 earlier of the date on which an officer of the Servicer has actual knowledge thereof and the date on which written notice thereof has been given to the Servicer requiring the same to be remedied, by the a Purchaser or the Administrative Agent; (iii) failure on the part of the Servicer 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 a Purchaser or the Administrative Agent; or (iv) an Insolvency Event with respect to the Seller or the Servicer, then, so long as such Servicer Default shall not have been remedied, the either Purchaser shall have the right to remove CFC (or any successor Servicer) as Servicer by giving written notice thereof to the Servicer. 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 such successor Servicer as may be appointed by the PurchaserPurchasers, provided, however, that 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) If CFC is removed as Servicer, CFC shall transfer to any successor Servicer designated by the Purchaser Purchasers all records, correspondence and documents requested by the Purchaser Purchasers 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 the Purchased Receivables. In the case of software that is then licensed by, or otherwise made available to, the Servicer from or by any third party, the Servicer shall use its best efforts to obtain such consents and otherwise take all actions necessary in order to enable any Servicer hereunder to succeed to all rights of CFC to the quiet use and enjoyment of such software for the purpose of discharging the obligations of the Servicer under or in connection with the Sale Documents. (c) Following the removal of CFC as Servicer, (i) the Purchaser Purchasers and the Administrative Agent may (a) notify Obligors of the ownership interest of the Purchaser Purchasers hereunder in the Purchased Receivables and the Related Security, (b) notify each issuer of an Insurance Policy of the ownership interest of the Purchaser Purchasers 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 Purchasers hereunder on each Certificate of Title relating to each Financed Vehicle and (ii) the Purchaser Purchasers and the Administrative 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.

Replacement of the Servicer. (a) If any of the following events has occurredevents, a Servicer Default, shall 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 Administrative 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 earlier of the date on which an officer of the Servicer has actual knowledge thereof and the date on which written notice thereof has been given to the Servicer requiring the same to be remedied, by the Purchaser or the Administrative Agent; (iii) failure on the part of the Servicer 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 Seller or the Servicer, then, so long as such Servicer Default shall not have been remedied, the Purchaser shall have the right to remove CFC (or any successor Servicer) as Servicer by giving written notice thereof to the Servicer. 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 such successor Servicer as may be appointed by the Purchaser, provided, however, that 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) If CFC is removed as Servicer, CFC shall transfer to any successor Servicer designated by the Purchaser all records, correspondence and documents 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 the Purchased Receivables. In the case of software that is then licensed by, or otherwise made available to, the Servicer from or by any third party, the Servicer shall use its best efforts to obtain such consents and otherwise take all actions necessary in order to enable any Servicer hereunder to succeed to all rights of CFC to the quiet use and enjoyment of such software for the purpose of discharging the obligations of the Servicer under or in connection with the Sale Documents. (c) Following the removal of CFC as Servicer, (i) the Purchaser and the Administrative Agent may (a) notify Obligors of the 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 each Financed Vehicle and (ii) the Purchaser and the Administrative 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.

Replacement of the Servicer. (a) If any of the following events has occurredevents, a Servicer Default, shall 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 Administrative Funding 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 earlier of the date on which an officer of the Servicer has actual knowledge thereof and the date on which written notice thereof has been given to the Servicer requiring the same to be remedied, by the Purchaser or the Administrative Funding Agent; (iii) failure on the part of the Servicer to observe or perform in any material respect any other term, covenant or agreement in this Agreement or any other Sale Document or in any hedging arrangement between the Funding Agent and the Servicer 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 Funding Agent; or (iv) an Insolvency Event with respect to the Seller or the Servicer, then, so long as such Servicer Default shall not have been remedied, the Purchaser shall have the right to remove CFC (or any successor Servicer) as Servicer by giving written notice thereof to the Servicer. 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 such successor Servicer as may be appointed by the PurchaserFunding Agent on behalf of the Purchaser and the APA Bank, provided, however, that 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) If CFC is removed as Servicer, CFC shall transfer to any successor Servicer designated by the Purchaser Funding Agent all records, correspondence and documents requested by the Purchaser Funding 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 the Purchased Receivables. In the case of software that is then licensed by, or otherwise made available to, the Servicer from or by any third party, the Servicer shall use its best efforts to obtain such consents and otherwise take all actions necessary in order to enable any Servicer hereunder to succeed to all rights of CFC to the quiet use and enjoyment of such software for the purpose of discharging the obligations of the Servicer under or in connection with the Sale Documents. (c) Following the removal of CFC as Servicer, (i) the Funding Agent, on behalf of the Purchaser and the Administrative Agent APA Bank, may (a) notify Obligors of the 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 Funding Agent, on behalf of the Purchaser and the APA Bank, hereunder on each Certificate of Title relating to each Financed Vehicle and (ii) the Funding Agent, on behalf of the Purchaser and the Administrative Agent APA Bank, 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.