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

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its resignation pursuant to Section 7.05, the Trustee shall, by an instrument in writing, assume the rights and responsibilities of the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, as the successor to the Servicer under this Agreement, provided that the appointment of any such successor to the Servicer will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this Agreement. The Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after Upon the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Servicer's resignation pursuant to Section 7.058.5, or upon the Servicer's receipt of notice of termination as Servicer pursuant to Section 9.1, the Trustee shall, by an instrument shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that the Trustee, when acting as a successor servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to purchase arose after the date of the notice of termination given to the Servicer pursuant to Section 9.1, and the Trustee shall not be liable for any acts or omissions of such terminated Servicer or for any breach by the terminated Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of the Collection Certificate Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, provided that the appointment of any such successor to the Servicer will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, howeverwhich, that in no such compensation event, shall be greater than that payable to First Security Bank, N.A. in excess of that permitted its capacity as the original Servicer under this Agreementhereunder. The Trustee and or such Successor Servicer successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 8.02 7.01 or tenders its resignation pursuant to Section 7.056.04, the Trustee shall, by an instrument (or such other successor Servicer as is approved in writing, assume accordance with this Agreement) shall be the rights and responsibilities of successor in all respects to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of this Agreementthe obligations of the Servicer to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor to the Servicer will not result in the qualification, reduction or withdrawal of the rating then ratings assigned to any Class of Rated the Certificates by either the Rating AgencyAgencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or in respect of such other compensation as the Receivables as it Trustee and such successor shall agree; provided, however, that no such compensation not to exceed the Servicing Fee). The appointment of a successor Servicer shall be in excess not affect any liability of that permitted the original predecessor Servicer which may have arisen under this AgreementAgreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall not be relieved of its duties as Successor Servicer under this Section until entitled to reimbursement therefor from the newly appointed Servicer shall have assumed the responsibilities and obligations assets of the Servicer under this AgreementTrust).

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Upon Servicer's resignation pursuant to Section 7.057.5 or upon Servicer's receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be the Trustee shall, by an instrument successor in writing, assume the rights and responsibilities of the all respects to Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that Trustee, when acting as successor Servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to repurchase arose after the date of the notice of termination given to Servicer pursuant to Section 8.1, and neither Trustee nor any successor Servicer shall be liable for any acts or omissions of the terminated Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation the same Servicing Fees (whether payable out of the Collection Account or otherwise) and Supplemental Servicing Fees as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, ; provided that Trustee shall continue to be the appointment of any such successor to Servicer until another successor Servicer shall have assumed the Servicer will not result in the qualification, reduction or withdrawal responsibilities and obligations of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicer. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, howeverwhich shall in no event be greater than the Servicing Fees and Supplemental Servicing Fees payable to VW Credit, that no such compensation shall be in excess of that permitted the original Inc. as Servicer under this Agreementhereunder. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Trustee gives, and the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its resignation pursuant to Section 7.057.01, the Trustee shall, by an instrument subject to and to the extent provided in writingSections 3.06 and 7.03, assume and subject to the rights and responsibilities of the Trustee to appoint a successor Servicer, be the successor to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall immediately assume all of the obligations of the Servicer to make P&I Advances and Servicing Advances as successor Servicer and shall assume and be subject to all the other responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and applicable law as soon as practicable but in no event later than 90 days after the receipt by the Servicer of this Agreementthe notice of termination pursuant to Section 7.01. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as Mortgage Loans that the Servicer would have been entitled to under this Agreement charge to its Collection Account if no such notice the Servicer had continued to act hereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to its Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of termination or resignation had been giventhe Trustee as provided herein). Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with this Section 7.02, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth mortgage loan servicing institution the appointment of which does not less than $50,000,000 and whose regular business includes adversely affect the servicing then current rating of automobile and/or light duty truck receivablesthe Certificates by each Rating Agency, as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided that duties or liabilities of the Servicer hereunder. No such appointment of any such a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to the Servicer shall be an institution which is a Fannie Mae- and Freddie Mac-approved seller/servicer in good standing, xxxxx hxx a net xxxxx xf at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than liabilities of the terminated Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.05, act in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agencysuch capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of Mortgage Loans as it, the Receivables as it Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicing Fee and amounts paid to the predecessor Servicer under this Agreementfrom investments. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Neither the Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed nor any other successor Servicer shall have assumed be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the responsibilities and obligations failure of the predecessor Servicer under this Agreementto deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it.

Trustee to Act; Appointment of Successor Servicer. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 8.02 10.01 or tenders its upon a resignation by the Servicer pursuant to Section 7.058.05, the Trustee shall, by an instrument in writing, assume the rights and responsibilities of the Servicer in its capacity as Servicer shall continue to perform all servicing functions under this Agreement and until (i) in the transactions set forth case of any such receipt, the date specified in such Termination Notice or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer otherwise specified by the terms and provisions of this Agreement. As compensation thereforTrustee in writing or, the Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice date is specified in such Termination Notice or otherwise specified by the Trustee, until the earlier of termination or resignation had been given. Notwithstanding a date agreed upon by the foregoing, Servicer and the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition and a court of competent jurisdiction to appoint, any established institution, having date specified by the Trustee in a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, as the successor written notice to the Servicer under this Agreement, provided that and (ii) in the appointment case of any such successor to the Servicer will not result in the qualificationresignation, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumption, until the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this Agreement. The Trustee and such a Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under pursuant to this Section 10.02. The Trustee shall as promptly as possible after the giving of a Termination Notice or such a resignation appoint an Eligible Servicer (which may be Citibank, N.A.) as a successor servicer (the "Successor Servicer"), subject to the consent of any Enhancement Provider which consent shall not be unreasonably withheld or delayed and if specified in any Supplement, the consent of a Majority in Interest of such Series, which consent shall not be unreasonably withheld or delayed, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment by the earlier of 30 days after the date of such Termination Notice or at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an affiliate or agent of the Trustee in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Trustee shall, if it is unable or unwilling so to act as Successor Servicer, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer (other than the Trustee) as the Successor Servicer hereunder.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 18.02 or tenders its resignation pursuant to Section 7.0517.05, the Trustee shall, by an instrument in writing, assume the rights and responsibilities of the Servicer in its capacity as Servicer under this the Agreement and the transactions set forth or provided for in this the Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this the Agreement. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of the Collection Certificate Account or otherwise) as the Servicer would have been entitled to under this the Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck motor vehicles receivables, as the successor to the Servicer under this the Agreement, provided that the appointment of any such successor to the Successor Servicer will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of the Rated Certificates by either each Rating Agency. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor Successor Servicer out of payments on or in respect of the Receivables as it and such successor Successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this the Agreement. The Trustee and such Successor Servicer shall take such action, consistent with this the Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this the Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Trustee gives, and the Servicer receives receives, a notice of termination pursuant to Section 8.02 or tenders its resignation pursuant to Section 7.057.01, the Trustee shall, by an instrument subject to and to the extent provided in writingSections 3.06 and 7.03, assume and subject to the rights and responsibilities of the Trustee to appoint a successor Servicer, be the successor to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall immediately assume all of the obligations of the Servicer to make P&I Advances and Servicing Advances as successor Servicer and shall assume and be subject to all the other responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and applicable law as soon as practicable but in no event later than 90 days after the receipt by the Servicer of this Agreementthe notice of termination pursuant to Section 7.01. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as Mortgage Loans that the Servicer would have been entitled to under this Agreement charge to the Collection Account if no such notice the Servicer had continued to act hereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of termination or resignation had been giventhe Trustee as provided herein). Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with this Section 7.02, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth mortgage loan servicing institution the appointment of which does not less than $50,000,000 and whose regular business includes adversely affect the servicing then current rating of automobile and/or light duty truck receivablesthe Certificates by each Rating Agency, as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided that duties or liabilities of the Servicer hereunder. No such appointment of any such a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to the Servicer shall be an institution which is a Fannie Mae- and Freddie Mac-approved seller/servicer in good standing, xxxxx hxx a net xxxxx xf at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than liabilities of the terminated Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.05, act in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agencysuch capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of Mortgage Loans as it, the Receivables as it Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicing Fee and amounts paid to the predecessor Servicer under this Agreementfrom investments. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Neither the Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed nor any other successor Servicer shall have assumed be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the responsibilities and obligations failure of the predecessor Servicer under this Agreementto deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Upon Servicer's resignation pursuant to Section 7.057.5 or upon Servicer's receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be the Trustee shall, by an instrument successor in writing, assume the rights and responsibilities of the all respects to Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that Trustee, when acting as successor Servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to repurchase arose after the date of the notice of termination given to Servicer pursuant to Section 8.1, and neither Trustee nor any successor Servicer shall be liable for any acts or omissions of the terminated Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation the same Servicing Fees (whether payable out of the Collection Account or otherwise) and Supplemental Servicing Fees as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, ; provided that Trustee shall continue to be the appointment of any such successor to Servicer until another successor Servicer shall have assumed the Servicer will not result in the qualification, reduction or withdrawal responsibilities and obligations of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicer. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that which shall in no such compensation shall event be in excess of that permitted greater than the original Servicing Fees and Supplemental Servicing Fees payable to [______] as Servicer under this Agreementhereunder. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Upon Servicer’s resignation pursuant to Section 7.057.5 or upon Servicer’s receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be the Trustee shall, by an instrument successor in writing, assume the rights and responsibilities of the all respects to Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that Trustee, when acting as successor Servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to repurchase arose after the date of the notice of termination given to Servicer pursuant to Section 8.1, and neither Trustee nor any successor Servicer shall be liable for any acts or omissions of the terminated Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation the same Servicing Fees (whether payable out of the Collection Account or otherwise) and Supplemental Servicing Fees as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, ; provided that Trustee shall continue to be the appointment of any such successor to Servicer until another successor Servicer shall have assumed the Servicer will not result in the qualification, reduction or withdrawal responsibilities and obligations of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicer. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that which shall in no such compensation shall event be in excess of that permitted greater than the original Servicing Fees and Supplemental Servicing Fees payable to Bank as Servicer under this Agreementhereunder. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Trustee gives, and the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its resignation pursuant to Section 7.057.01, the Trustee shall, by an instrument subject to and to the extent provided in writingSections 3.06 and 7.03, assume and subject to the rights and responsibilities of the Trustee to appoint a successor Servicer, be the successor to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall immediately assume all of the obligations of the Servicer to make P&I Advances and Servicing Advances as successor Servicer and shall assume and be subject to all the other responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and applicable law as soon as practicable but in no event later than 90 days after the receipt by the Servicer of this Agreementthe notice of termination pursuant to Section 7.01. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as Mortgage Loans that the Servicer would have been entitled to under this Agreement charge to the Collection Account if no such notice the Servicer had continued to act hereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of termination or resignation had been giventhe Trustee as provided herein). Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with this Section 7.02, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth mortgage loan servicing institution the appointment of which does not less than $50,000,000 and whose regular business includes adversely affect the servicing then current rating of automobile and/or light duty truck receivablesthe Certificates by each Rating Agency, as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided that duties or liabilities of the Servicer hereunder. No such appointment of any such a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to the Servicer shall be an institution which is a Fxxxxx Mae- and Fxxxxxx Mac-approved seller/servicer in good standing and which has a net worth of at least $30,000,000, which is willing to service the Mortgage Loans, which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than liabilities of the terminated Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.05, act in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agencysuch capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of Mortgage Loans as it, the Receivables as it Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicing Fee and amounts paid to the predecessor Servicer under this Agreementfrom investments. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Neither the Trustee nor any other successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything to the contrary herein, for a period of 30 days following the date on which the Servicer receives a notice of termination or removal as a Servicer pursuant to Section 7.01 (other than a termination or removal based upon the Event of Default listed as clause (a) or (f) in Section 7.01 above), the Servicer or its designee may appoint a successor Servicer that satisfies the eligibility criteria of a successor Servicer set forth in this Section 7.02, subject to the consent of the Depositor, which consent shall not be relieved unreasonably withheld or delayed. The successor Servicer appointed by the Servicer or its designee must agree to act as successor Servicer no later than such 30-day period, fully effect the servicing transfer within 90 days following the notice of termination or removal of the Servicer as a Servicer, make all P&I Advances that are otherwise required to be made by the Servicer as of the date of such appointment, and reimburse any expenses that the Trustee may have incurred in connection with the termination or removal of the Servicer and the appointment of a successor Servicer to the Servicer. This 30-day period shall terminate immediately if the Servicer fails to make (or cause to be made) any P&I Advances and all payments under Section 7.01(a). In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its duties own out-of-pocket costs and expenses related to such obligations. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer shall be paid by the successor Servicer (in which case the successor Servicer shall be entitled to reimbursement therefor from the Trust Fund or if the successor Servicer fails to pay, the Trustee pays such amounts from the Trust Fund). If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as Successor successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer’s actions or omissions), such costs shall be paid by the successor Servicer (in which case the successor Servicer shall be entitled to reimbursement therefor from the Trust Fund or if the successor Servicer fails to pay, the Trustee pays such amounts from the Trust Fund) promptly upon presentation of reasonable documentation of such costs. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 3.13. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement7.02.

Trustee to Act; Appointment of Successor Servicer. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 8.02 9.1 or tenders its resignation pursuant to Section 7.058.5, the Trustee shall, by an instrument shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, financial institution (x) having a net worth of not less than $50,000,000 100,000,000 as of the last day of the most recent fiscal quarter for such institution and (y) whose regular business includes shall include the servicing of automobile and/or light duty truck receivables, as the successor to the Servicer under this Agreement; provided, provided that the appointment of any such successor Servicer is required to satisfy the Servicer will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating AgencyAgency Condition. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this Agreement. The Trustee and such Successor successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Unless the Trustee shall be prohibited by law from so acting, the Trustee shall not be relieved of its duties as Successor successor Servicer under this Section 9.2 until the newly appointed successor Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 10.01, or tenders its the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 7.059.04, or the Servicer is removed as servicer pursuant to this Article X (in which event the Trustee shall promptly notify each Rating Agency), except as otherwise provided in Section 10.01, the Trustee shall, by an instrument shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Trustee shall not be liable for any actions of any servicer prior to the Trustee becoming the Servicer under this Agreement. The Trustee shall be obligated to make advances pursuant to Sections 5.10, 5.13 and 6.08 unless, and only to the extent the Trustee determines reasonably and in good faith that, such advances would not be recoverable pursuant to Section 5.04(ii) or 6.05(d)(vi) and (vii), such determination to be evidenced by a certification of a Responsible Officer of the Trustee delivered to the Certificate Insurer; provided that the Trustee shall not be required to make an advance from its own funds if such advance is prohibited by law. As compensation therefor, the Trustee Trustee, or any successor servicer appointed pursuant to the following paragraph, shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as Mortgage Loans which the Servicer would have been entitled to under this Agreement receive from the Principal and Interest Account pursuant to Section 5.04 and from the Collection Account pursuant to Section 6.05 if the Servicer had continued to act as servicer hereunder, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Sections 7.01 and 7.03. In no such notice event shall the assets of termination the Trust include, nor the Trustee or resignation had been givenany other successor servicer acquire any rights to, the Representative's Yield. -97- 109 Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling to so to act, or and shall, if it is legally unable to so act or if the Majority in Aggregate Voting Interest (with the consent of the Certificate Insurer), or the Certificate Insurer so request in writing to actthe Trustee, appoint, or petition a court of competent jurisdiction to appoint, any established institutionmortgage loan servicing institution acceptable to the Certificate Insurer, having which acceptance shall not be unreasonably withheld, that has a net worth of not less than $50,000,000 15,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, which is approved as a servicer by FNMA and FHLMC as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided duties or liabilities of the Servicer hereunder. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Trustee) so appointed shall be the aggregate Servicing Fees, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise. In the event the Trustee is required to solicit bids, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the appointment successor servicer shall be entitled to the full amount of the aggregate Servicing Fees as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Servicer will not result in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Advances. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the qualificationPrincipal and Interest Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be held liable by reason of any failure to make, reduction or withdrawal any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the rating then assigned Servicer to deliver, or any Class delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of Rated Certificates by either Rating Agencya successor to the Servicer hereunder (other than the Trustee) shall be effective until the Trustee and the Certificate Insurer shall have consented thereto. The Trustee shall not resign as servicer until a successor servicer reasonably acceptable to the Certificate Insurer has been appointed. Pending appointment of a successor to the Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables Mortgage Loans as it and such successor shall agree; provided, however, that -98- 110 no such compensation shall be in excess of that permitted the original Servicer under pursuant to Section 8.03, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement. The Trustee Servicer, the Trustee, any Custodian and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 10.01, or tenders its the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 7.059.04, or the Servicer is removed as servicer pursuant to this Article X (in which event the Trustee shall promptly notify each Rating Agency), except as otherwise provided in Section 10.01, the Trustee shall, by an instrument shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Trustee shall not be liable for any actions of any servicer prior to the Trustee becoming the Servicer under this Agreement. The Trustee shall be obligated to make advances pursuant to Sections 5.10, 5.13 and 6.08 unless, and only to the extent the Trustee determines reasonably and in good faith that, such advances would not be recoverable pursuant to Section 5.04(ii) or 6.05(d)(vii) and (viii), such determination to be evidenced by a certification of a Responsible Officer of the Trustee delivered to the Certificate Insurer; provided that the Trustee shall not be required to make an advance from its own funds if such advance is prohibited by law. As compensation therefor, the Trustee Trustee, or any successor servicer appointed pursuant to the following paragraph, shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as Mortgage Loans which the Servicer would have been entitled to under this Agreement receive from the Principal and Interest Account pursuant to Section 5.04 and from the Collection Account pursuant to Section 6.05 if the Servicer had continued to act as servicer hereunder, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Sections 7.01 and 7.03. In no such notice event shall the assets of termination the Trust include, nor the Trustee or resignation had been givenany other successor servicer acquire any rights to, the Representative's Yield. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling to so to act, or and shall, if it is legally unable to so act or if the Majority in Aggregate Voting Interest (with the consent of the Certificate Insurer), or the Certificate Insurer so request in writing to actthe Trustee, appoint, or petition a court of competent jurisdiction to appoint, any established institutionmortgage loan servicing institution acceptable to the Certificate Insurer, having which acceptance shall not be unreasonably withheld, that has a net worth of not less than $50,000,000 15,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, which is approved as a servicer by FNMA and FHLMC as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided duties or liabilities of the Servicer hereunder. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Trustee) so appointed shall be the aggregate Servicing Fees, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise. In the event the Trustee is required to solicit bids, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the appointment successor servicer shall be entitled to the full amount of the aggregate Servicing Fees as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Servicer will not result in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Advances. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the qualificationPrincipal and Interest Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be held liable by reason of any failure to make, reduction or withdrawal any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the rating then assigned Servicer to deliver, or any Class delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of Rated Certificates by either Rating Agencya successor to the Servicer hereunder (other than the Trustee) shall be effective until the Trustee and the Certificate Insurer shall have consented thereto. The Trustee shall not resign as servicer until a successor servicer reasonably acceptable to the Certificate Insurer has been appointed. Pending appointment of a successor to the Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under pursuant to Section 8.03, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement. The Trustee Servicer, the Trustee, any Custodian and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after Upon the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Servicer's resignation pursuant to Section 7.058.5, or upon the Servicer's receipt of notice of termination as Servicer pursuant to Section 9.1, the Trustee shall, by an instrument shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that the Trustee, when acting as a successor servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to purchase arose after the date of the notice of termination given to the Servicer pursuant to Section 9.1, and the Trustee shall not be liable for any acts or omissions of such terminated Servicer or for any breach by the terminated Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of the Collection Certificate Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, provided that the appointment of any such successor to the Servicer will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, howeverwhich, that in no such compensation event, shall be in excess of that permitted the original Servicer under this Agreement. The Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.greater than that

Trustee to Act; Appointment of Successor Servicer. On and after the time the Trustee gives, and the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its resignation pursuant to Section 7.057.01, the Trustee shall, by an instrument subject to and to the extent provided in writingSections 3.06 and 7.03, assume and subject to the rights and responsibilities of the Trustee to appoint a successor Servicer, be the successor to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall immediately assume all of the obligations of the Servicer to make P&I Advances and Servicing Advances as successor Servicer and shall assume and be subject to all the other responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and applicable law as soon as practicable but in no event later than 90 days after the receipt by the Servicer of this Agreementthe notice of termination pursuant to Section 7.01. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as Mortgage Loans that the Servicer would have been entitled to under this Agreement charge to the Collection Account if no such notice the Servicer had continued to act hereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of termination or resignation had been giventhe Trustee as provided herein). Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with this Section 7.02, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth mortgage loan servicing institution the appointment of which does not less than $50,000,000 and whose regular business includes adversely affect the servicing then current rating of automobile and/or light duty truck receivablesthe Certificates by each Rating Agency, as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided that duties or liabilities of the Servicer hereunder. No such appointment of any such a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to the Servicer shall be an institution which is a Xxxxxx Mae- and Xxxxxxx Mac-approved seller/servicer in good standing and which has a net worth of at least $30,000,000, which is willing to service the Mortgage Loans, which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than liabilities of the terminated Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.05, act in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agencysuch capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of Mortgage Loans as it, the Receivables as it Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicing Fee and amounts paid to the predecessor Servicer under this Agreementfrom investments. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Neither the Trustee nor any other successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything to the contrary herein, for a period of 30 days following the date on which the Servicer receives a notice of termination or removal as a Servicer pursuant to Section 7.01 (other than a termination or removal based upon the Event of Default listed as clause (a) or (f) in Section 7.01 above), the Servicer or its designee may appoint a successor Servicer that satisfies the eligibility criteria of a successor Servicer set forth in this Section 7.02, subject to the consent of the Depositor, which consent shall not be relieved unreasonably withheld or delayed. The successor Servicer appointed by the Servicer or its designee must agree to act as successor Servicer no later than such 30-day period, fully effect the servicing transfer within 90 days following the notice of termination or removal of the Servicer as a Servicer, make all P&I Advances that are otherwise required to be made by the Servicer as of the date of such appointment, and reimburse any expenses that the Trustee may have incurred in connection with the termination or removal of the Servicer and the appointment of a successor Servicer to the Servicer. This 30-day period shall terminate immediately if the Servicer fails to make (or cause to be made) any P&I Advances and all payments under Section 7.01(a). In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its duties own out-of-pocket costs and expenses related to such obligations. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer shall be paid by the successor Servicer (in which case the successor Servicer shall be entitled to reimbursement therefor from the Trust Fund or if the successor Servicer fails to pay, the Trustee pays such amounts from the Trust Fund). If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as Successor successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer’s actions or omissions), such costs shall be paid by the successor Servicer (in which case the successor Servicer shall be entitled to reimbursement therefor from the Trust Fund or if the successor Servicer fails to pay, the Trustee pays such amounts from the Trust Fund) promptly upon presentation of reasonable documentation of such costs. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 3.13. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement7.02.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 10.01, or tenders its the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 7.059.04, or the Servicer is removed as servicer pursuant to this Article X (in which event the Trustee shall promptly notify each Rating Agency), except as otherwise provided in Section 10.01, the Trustee shall, by an instrument shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Trustee shall not be liable for any actions of any servicer prior to the Trustee becoming the Servicer under this Agreement. As compensation thereforThe Trustee shall be obligated to make advances pursuant to Sections 5.10, 5.13 and 6.08 unless, and only to the extent the Trustee determines reasonably and in good faith that, such advances would not be recoverable pursuant to Section 5.04(ii) or 6.05(d), such determination to be evidenced by a certification of a Responsible Officer of the Trustee delivered to the Certificate Insurer and the NIMS Insurer; provided that the Trustee shall not be required to make an advance from its own funds if such advance is prohibited by law. The Trustee acting as Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled reimbursement for Servicing Advances pursuant and subject to under this Agreement if no such notice of termination or resignation had been givenSection 5.15. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling to so to act, or and shall, if it is legally unable to so act or if the Majority in Aggregate Voting Interest (with the consent of the Certificate Insurer), or the Certificate Insurer so request in writing to actthe Trustee, appoint, or petition a court of competent jurisdiction to appoint, any established institutionmortgage loan servicing institution acceptable to the Certificate Insurer, having which acceptance shall not be unreasonably withheld, that has a net worth of not less than $50,000,000 75,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, which is approved as a servicer by FNMA and FHLMC as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided duties or liabilities of the Servicer hereunder. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Trustee) so appointed shall be the aggregate Servicing Fees, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise, other than those assessed or accrued prior to the date of termination (which shall be payable to the predecessor Servicer pursuant to Section 5.04(ii) in accordance with the priorities set forth in the last paragraph of Section 5.01(h)). In the event the Trustee is required to solicit bids, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the appointment successor servicer shall be entitled to the full amount of the aggregate Servicing Fees as servicing compensation, together with the other Servicing Compensation in the form of assumption fees, late payment charges or otherwise, other than those assessed or accrued prior to the date of termination. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct 130 from any sum received by the Trustee from the successor to the Servicer will not result in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Advances. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the qualificationPrincipal and Interest Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be held liable by reason of any failure to make, reduction or withdrawal any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the rating then assigned Servicer to deliver, or any Class delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of Rated Certificates by either Rating Agencya successor to the Servicer hereunder (other than the Trustee) shall be effective until the Trustee and the Certificate Insurer shall have consented thereto. The Trustee shall not resign as servicer until a successor servicer reasonably acceptable to the Certificate Insurer has been appointed. Pending appointment of a successor to the Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under pursuant to Section 7.03, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement. The Trustee Servicer, the Trustee, any Custodian and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 8.02 10.01 or tenders its upon a resignation by the Servicer pursuant to Section 7.058.05, the Trustee shall, by an instrument in writing, assume the rights and responsibilities of the Servicer in its capacity as Servicer shall continue to perform all servicing functions under this Agreement and Indenture until (i) in the transactions set forth case of any such receipt, the date specified in such Termination Notice or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer otherwise specified by the terms and provisions of this Agreement. As compensation thereforTrustee in writing or, the Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice date is specified in such Termination Notice or otherwise specified by the Trustee, until the earlier of termination or resignation had been given. Notwithstanding a date agreed upon by the foregoing, Servicer and the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having date specified by the Trustee in a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, as the successor written notice to the Servicer under this AgreementServicer, provided that and (ii) in the appointment case of any such successor to the Servicer will not result in the qualificationresignation, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumption, until the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this Agreement. The Trustee and such a Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under pursuant to this Section 10.02. The Trustee shall as promptly as possible after the giving of a Termination Notice or such a resignation appoint a Successor Servicer, subject to the acceptance by the Successor Servicer of such appointment by written acceptance in a form acceptable to the Trustee. In the event such Person is unable to accept such appointment, the Trustee shall as promptly as possible appoint an Eligible Servicer as a Successor Servicer, subject to the consent of the Control Party, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that the Successor Servicer has not been appointed or has not accepted its appointment by the earlier of 60 days after the date of such Termination Notice or at the time when the Servicer ceases to act, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an affiliate or agent in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act as Successor Servicer, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer (other than the Trustee) as the Successor Servicer hereunder.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Trustee gives, and the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its resignation pursuant to Section 7.057.01, the Trustee shall, by an instrument subject to and to the extent provided in writingSections 3.06 and 7.03, assume and the rights and responsibilities of the Trustee appoint a successor servicer or become the successor to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall as successor immediately assume all of the obligations of the Servicer to make P&I Advances and Servicing Advances as successor servicer and shall assume and be subject to all the other responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and applicable law as soon as practicable but in no event later than 90 days after the receipt by the Servicer of this Agreementthe notice of termination pursuant to Section 7.01. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as related Mortgage Loans that the Servicer would have been entitled to under this Agreement charge to its Collection Account if no the Servicer had continued to act hereunder including, if the Servicer was receiving the related Servicing Fee, such notice Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of termination or resignation had been giventhe Trustee as provided herein). Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with this Section 7.02, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of the Certificate Insurer (or if the Policy is no longer outstanding in accordance with its terms, the Certificateholders entitled to acta majority of the Voting Rights), appoint, or petition a court of competent jurisdiction to appoint, any established institutionmortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the related Certificates by each Rating Agency (which, having a net worth of not less than $50,000,000 and whose regular business includes with respect to the servicing of automobile and/or light duty truck receivablesClass A Certificates, shall be without giving effect to the Policy), as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided that duties or liabilities of the Servicer hereunder. No such appointment of any such a successor to the Servicer hereunder shall be effective until the Depositor and the Certificate Insurer shall have consented thereto. Any successor to the Servicer shall be an institution which is a Xxxxxx Xxx- and Xxxxxxx Mac-approved seller/servicer in good standing, which has a net worth of at least $30,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor, the Certificate Insurer and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than liabilities of the terminated Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the related Certificates in effect immediately prior to such assignment and delegation (which, with respect to the Class A Certificates, shall be without giving effect to the Policy) will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to the Servicer hereunder, the Trustee unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.05, act in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agencysuch capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of related Mortgage Loans as it, the Receivables as it Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this Agreementrelated Servicing Fee and amounts paid to the predecessor servicer from investments. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Neither the Trustee nor any other successor servicer shall not be relieved deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer the related Servicing Files to a successor servicer and pay all of its duties own out-of-pocket costs and expenses related to such obligations. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer shall be paid by the successor servicer (in which case the successor servicer shall be entitled to reimbursement therefor from the Trust Fund or if the successor servicer fails to pay, the Trustee pays such amounts from the Trust Fund). If the Trustee is the predecessor servicer (except in the case where the Trustee in its role as Successor successor servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor servicer and not by the predecessor servicer’s actions or omissions), such costs shall be paid by the successor servicer (in which case the successor servicer shall be entitled to reimbursement therefor from the Trust Fund or if the successor servicer fails to pay, the Trustee pays such amounts from the Trust Fund) promptly upon presentation of reasonable documentation of such costs. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 3.13. Any such successor servicer shall be required to satisfy the requirements of a successor servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement7.02.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 SECTION 10.01, or tenders its the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 7.05SECTION 9.04, or the Servicer is removed as servicer pursuant to this ARTICLE X (in which event the Trustee shall promptly notify each Rating Agency), except as otherwise provided in SECTION 10.01, the Trustee shall, by an instrument shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; PROVIDED, HOWEVER, that the Trustee shall not be liable for any actions of any servicer prior to the Trustee becoming the Servicer under this Agreement. The Trustee shall be obligated to make advances pursuant to SECTIONS 5.10, 5.13 AND 6.08 unless, and only to the extent the Trustee determines reasonably and in good faith that, such advances would not be recoverable pursuant to SECTION 5.04(II) OR 6.05(D)(VI) AND (VII), such determination to be evidenced by a certification of a Responsible Officer of the Trustee delivered to the Certificate Insurer; provided that the Trustee shall not be required to make an advance from its own funds if such advance is prohibited by law. As compensation therefor, the Trustee Trustee, or any successor servicer appointed pursuant to the following paragraph, shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as Mortgage Loans which the Servicer would have been entitled to under this Agreement receive from the Principal and Interest Account pursuant to SECTION 5.04 and from the Collection Account pursuant to SECTION 6.05 if the Servicer had continued to act as servicer hereunder, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in SECTIONS 7.01 AND 7.03. In no such notice event shall the assets of termination the Trust include, nor the Trustee or resignation had been givenany other successor servicer acquire any rights to, the Representative's Yield. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling to so to act, or and shall, if it is legally unable to so act or if the Majority in Aggregate Voting Interest (with the consent of the Certificate Insurer), or the Certificate Insurer so request in writing to actthe Trustee, appoint, or petition a court of competent jurisdiction to appoint, any established institutionmortgage loan servicing institution acceptable to the Certificate Insurer, having which acceptance shall not be unreasonably withheld, that has a net worth of not less than $50,000,000 15,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, which is approved as a servicer by FNMA and FHLMC as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided duties or liabilities of the Servicer hereunder. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Trustee) so appointed shall be the aggregate Servicing Fees, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise. In the event the Trustee is required to solicit bids, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the appointment successor servicer shall be entitled to the full amount of the aggregate Servicing Fees as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Servicer will not result in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Advances. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the qualificationPrincipal and Interest Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be held liable by reason of any failure to make, reduction or withdrawal any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the rating then assigned Servicer to deliver, or any Class delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of Rated Certificates by either Rating Agencya successor to the Servicer hereunder (other than the Trustee) shall be effective until the Trustee and the Certificate Insurer shall have consented thereto. The Trustee shall not resign as servicer until a successor servicer reasonably acceptable to the Certificate Insurer has been appointed. Pending appointment of a successor to the Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables Mortgage Loans as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that no such compensation shall be in excess of that permitted the original Servicer under pursuant to SECTION 8.03, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement. The Trustee Servicer, the Trustee, any Custodian and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Upon Servicer's resignation pursuant to Section 7.057.5 or upon Servicer's receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be the Trustee shall, by an instrument successor in writing, assume the rights and responsibilities of the all respects to Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that Trustee, when acting as successor Servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to repurchase arose after the date of the notice of termination given to Servicer pursuant to Section 8.1, and neither Trustee nor any successor Servicer shall be liable for any acts or omissions of the terminated Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation the same Servicing Fees (whether payable out of the Collection Account or otherwise) and Supplemental Servicing Fees as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, ; provided that Trustee shall continue to be the appointment of any such successor to Servicer until another successor Servicer shall have assumed the Servicer will not result in the qualification, reduction or withdrawal responsibilities and obligations of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicer. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that which shall in no such compensation shall event be in excess of that permitted greater than the original Servicing Fees and Supplemental Servicing Fees payable to Key Bank as Servicer under this Agreementhereunder. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 10.01, or tenders its the Trustee receives the resignation of the ------------- Servicer evidenced by an Opinion of Counsel pursuant to Section 7.059.04, or the ------------ Servicer is removed as servicer pursuant to this Article X (in which event the --------- Trustee shall promptly notify each Rating Agency), except as otherwise provided in Section 10.01, the successor servicer designated by the Certificate Insurer ------------- or the Trustee shall, by an instrument shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Successor Servicer or Trustee shall not be -------- ------- liable for any actions of any servicer prior to its becoming the Servicer under this Agreement. As compensation thereforThe Trustee shall be obligated to make advances pursuant to Sections 5.10, 5.13 and 6.08 unless, and only to the extent the Trustee ------------- ---- ---- determines reasonably and in good faith that, such advances would not be recoverable pursuant to Section 5.04(ii) or Section 6.05(d), (e), (f), (g), (h), ---------------- --------------- --- --- --- --- (i), or (j) such determination to be evidenced by a certification of a --- --- Responsible Officer of the Trustee delivered to the Certificate Insurer and the NIMS Insurer; provided that the Trustee shall not be required to make an advance -------- from its own funds if such advance is prohibited by law. The Trustee acting as Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled reimbursement for Servicing Advances pursuant and subject to under this Agreement if no such notice of termination or resignation had been givenSection 5.15. ------------ Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling to so to act, or and shall, if it is legally unable to so act or if the Majority in Aggregate Voting Interest (with the consent of the Certificate Insurer), or the Certificate Insurer so request in writing to actthe Trustee, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having mortgage loan servicing institution designated by the Certificate Insurer that has a net worth of not less than $50,000,000 75,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, which is approved as a servicer by FNMA and FHLMC as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided duties or liabilities of the Servicer hereunder. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Trustee, to the Successor Servicer. The compensation of any Successor Servicer (including, without limitation, the Trustee) so appointed shall be the aggregate Servicing Fees, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise, other than those assessed or accrued prior to the date of termination (which shall be payable to the predecessor Servicer pursuant to Section 5.04(ii) in ---------------- accordance with the priorities set forth in the last paragraph of Section ------- 5.01(h)). In the event the Trustee is required to solicit bids, the Trustee ------- shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the appointment Successor Servicer must be acceptable to the Certificate Insurer and shall be entitled to the full amount of the aggregate Servicing Fees as servicing compensation, together with the other Servicing Compensation in the form of assumption fees, late payment charges or otherwise, other than those assessed or accrued prior to the date of termination (which shall be payable to the predecessor Servicer pursuant to Section 5.04(ii) in accordance with the ---------------- priorities set forth in the last paragraph of Section 5.01(h)). Within thirty --------------- days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Servicer will not result in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Advances. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any Successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such Successor Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such Successor Servicer, as applicable, all amounts which then have been or should have been deposited in the qualificationPrincipal and Interest Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other Successor Servicer shall be held liable by reason of any failure to make, reduction or withdrawal any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the rating then assigned Servicer to deliver, or any Class delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of Rated Certificates by either Rating Agencya successor to the Servicer hereunder (other than the Trustee) shall be effective until the Trustee and the Certificate Insurer shall have consented thereto. The Trustee shall not resign as servicer until a Successor Servicer acceptable to the Certificate Insurer has been appointed. Pending appointment of a successor to the Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in -------- ------- excess of that permitted the original Servicer under pursuant to Section 7.03, together with ------------ other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement. The Trustee Servicer, the Trustee, any Custodian and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Upon Servicer’s resignation pursuant to Section 7.057.5 or upon Servicer’s receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be the Trustee shall, by an instrument successor in writing, assume the rights and responsibilities of the all respects to Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that Trustee, when acting as successor Servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to repurchase arose after the date of the notice of termination given to Servicer pursuant to Section 8.1, and neither Trustee nor any successor Servicer shall be liable for any acts or omissions of the terminated Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation the same Servicing Fees (whether payable out of the Collection Account or otherwise) and Supplemental Servicing Fees as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, ; provided that Trustee shall continue to be the appointment of any such successor to Servicer until another successor Servicer shall have assumed the Servicer will not result in the qualification, reduction or withdrawal responsibilities and obligations of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicer. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that which shall in no such compensation shall event be in excess of that permitted greater than the original Servicing Fees and Supplemental Servicing Fees payable to CAF as Servicer under this Agreementhereunder. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Upon Servicer's resignation pursuant to Section 7.057.5 or upon Servicer's receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be the Trustee shall, by an instrument successor in writing, assume the rights and responsibilities of the all respects to Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that Trustee, when acting as successor Servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to repurchase arose after the date of the notice of termination given to Servicer pursuant to Section 8.1, and neither Trustee nor any successor Servicer shall be liable for any acts or omissions of the terminated Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation the same Servicing Fees (whether payable out of the Collection Account or otherwise) and Supplemental Servicing Fees as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, ; provided that Trustee shall continue to be the appointment of any such successor to Servicer until another successor Servicer shall have assumed the Servicer will not result in the qualification, reduction or withdrawal responsibilities and obligations of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicer. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that which shall in no such compensation shall event be in excess of that permitted greater than the original Servicing Fees and Supplemental Servicing Fees payable to AmSouth as Servicer under this Agreementhereunder. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. (a) On and after the time receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 8.02 10.6, the Master Servicer shall continue to perform all servicing functions under this Agreement and any Supplement until the date specified in the Termination Notice or, if no such date is specified in such Termination Notice, until a date specified by the Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Successor Servicer as a successor Master Servicer (the "Successor Servicer") and such Successor Servicer shall have obtained written consent of each Agent, which shall not be unreasonably withheld and, written confirmation from each Rating Agency that the then current rating on any outstanding Series will not be reduced or tenders withdrawn as a result of such appointment and shall accept its resignation pursuant appointment by a written assumption and agreement to perform all of the duties, obligations and liabilities of the Master Servicer hereunder in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment when the then existing Master Servicer ceases to act as Master Servicer, or upon the occurrence of the events specified in Section 7.0510.6(d), the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an Affiliate or agent of the Master Servicer or the Trustee; provided, however, that any such delegation shall not relieve the Trustee as Successor Servicer of its liabilities and responsibilities with respect to its duties as Successor Servicer. Notwithstanding the above, the Trustee shall, by an instrument in writing, assume the rights and responsibilities of the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling so to act, or shall, if it is unwilling or legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, appoint as the successor to the Servicer under this Agreement, provided that the appointment of any such successor to the Servicer will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this Agreement. The Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successiona Person that is an Eligible Successor Servicer. The Trustee shall not be relieved promptly give notice to each Rating Agency and each Agent of its duties as the appointment of a Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreementupon such appointment.

Trustee to Act; Appointment of Successor Servicer. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 8.02 10.01 or tenders its upon a resignation by the Servicer pursuant to Section 7.058.05, the Trustee shall, by an instrument in writing, assume the rights and responsibilities of the Servicer in its capacity as Servicer shall continue to perform all servicing functions under this Agreement and until (i) in the transactions set forth case of any such receipt, the date specified in such Termination Notice or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer otherwise specified by the terms and provisions of this Agreement. As compensation thereforTrustee in writing or, the Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice date is specified in such Termination Notice or otherwise specified by the Trustee, until the earlier of termination or resignation had been given. Notwithstanding a date agreed upon by the foregoing, Servicer and the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having date specified by the Trustee in a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, as the successor written notice to the Servicer under this AgreementServicer, provided that and (ii) in the appointment case of any such successor to the Servicer will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumptionresignation, the date the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this Agreement. The Trustee and such a Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under pursuant to this Section 10.02. The Trustee shall as promptly as possible after the giving of a Termination Notice or such a resignation appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), subject to the consent of any Enhancement Provider and if specified in any Supplement, the consent of a Majority in Interest of such Series, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment by the earlier of 30 days after the date of such Termination Notice or at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an affiliate or agent in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act as Successor Servicer, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer (other than the Trustee) as the Successor Servicer hereunder.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Upon Servicer's resignation pursuant to Section 7.057.5 or upon Servicer's receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be the Trustee shall, by an instrument successor in writing, assume the rights and responsibilities of the all respects to Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that Trustee, when acting as successor Servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to repurchase arose after the date of the notice of termination given to Servicer pursuant to Section 8.1, and neither Trustee nor any 57 successor Servicer shall be liable for any acts or omissions of the terminated Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation the same Servicing Fees (whether payable out of the Collection Account or otherwise) and Supplemental Servicing Fees as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, ; provided that Trustee shall continue to be the appointment of any such successor to Servicer until another successor Servicer shall have assumed the Servicer will not result in the qualification, reduction or withdrawal responsibilities and obligations of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicer. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that which shall in no such compensation shall event be in excess of that permitted greater than the original Servicing Fees and Supplemental Servicing Fees payable to [______] as Servicer under this Agreementhereunder. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On the day and after the time the Trustee gives, and the Servicer receives or the Wells Fargo Servicer, as applicable, receives, a notice of termination xxxxxant to Section 7.01 or pursuant to Section 8.02 or tenders its resignation pursuant to Section 7.05the Wells Fargo Agreements, as applicable, the Trustee shall, by an instrument subject to anx xx the extent provided in writingSections 3.06 and 7.03, assume or pursuant to the Wells Fargo Agreements, as applicable, and subject to the rights and responsibilities of the Xxxxtee to appoint a successor Servicer, be the successor to the Servicer in its capacity as Servicer servicer under this Agreement or the Wells Fargo Agreements and the transactions set forth or provided for in this Agreement, hxxxxx and shall immediately assume all of the obligations of the Servicer or the Wells Fargo Servicer to make P&I Advances and Servicing Advances as sucxxxxxr Servicer and shall assume and be subject to all the other responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer or the Wells Fargo Servicer, as applicable, by the terms and provisions hereof xx xnder the Wells Fargo Agreements and applicable law as soon as practicable but in xx xvent later than 90 days after the receipt by the Servicer or the Wells Fargo Servicer of this Agreementthe notice of termination pursuant to Section 7.00 xr pursuant to the Wells Fargo Agreements, as applicable. As compensation therefor, the Trustee Trxxxxx shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account Mortgage Loans that the Servicer or otherwise) as the Wells Fargo Servicer would have been entitled to under this Agreement charge to the Collectixx Xxcount if no such notice the Servicer or the Wells Fargo Servicer had continued to act hereunder or thereunder incluxxxx, if the Servicer or the Wells Fargo Servicer was receiving the Servicing Fee, the Servicing Fee xxx the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of termination or resignation had been giventhe Trustee as provided herein). Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer or the Wells Fargo Servicer in accordance with this Section 7.02 or in accordaxxx xith the Wells Fargo Agreements, the Trustee may, if it shall be unwilling to so to actxxx, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or pursuant to the Wells Fargo Agreements, as applicable, or if it is otherwise unable so to actxx xxt, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth mortgage loan servicing institution the appointment of which does not less than $50,000,000 and whose regular business includes adversely affect the servicing then current rating of automobile and/or light duty truck receivablesthe Certificates by each Rating Agency, as the successor to the Servicer hereunder or the Wells Fargo Servicer under this Agreementthe Wells Fargo Agreements in the assumption xx xll or any part of the respxxxxxilities, provided that duties or liabilities of the appointment of any Servicer hereunder or the Wells Fargo Servicer under the Wells Fargo Agreements. No such appointmxxx xf a successor to the Servixxx xereunder or the Wells Fargo Servicer under the Wells Fargo Agreements shall be effectivx xxxil the Depositor shall havx xxxsented thereto. Any successor to the Servicer or the Wells Fargo Servicer shall be an institution which is a Fannie Mae- and Xxxxdie Mac-approved seller/servicer in good standing, xxxxx hxx a net xxxxx xf at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer or the Wells Fargo Servicer, as applicable, (other than liabilities of the terxxxxxed Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to the Servicer hereunder or the Wells Fargo Servicer under the Wells Fargo Agreements, the Trustee, unlxxx xhe Trustee is prohibited bx xxx from so acting, shall, subject to Section 3.05, act in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agencysuch capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of Mortgage Loans as it, the Receivables as it Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicing Fee and amounts paid to the predecessor Servicer under this Agreementor the predecessor Wells Fargo Servicer from investments. The Trustee and such Successor Servicer shall successor sxxxx take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Neither the Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed nor any other successor Servicer shall have assumed be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the responsibilities and obligations failure of the predecessor Servicer under this Agreementto deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Upon Servicer’s resignation pursuant to Section 7.057.5 or upon Servicer’s receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be the Trustee shall, by an instrument successor in writing, assume the rights and responsibilities of the all respects to Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that Trustee, when acting as successor Servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to repurchase arose after the date of the notice of termination given to Servicer pursuant to Section 8.1, and neither Trustee nor any successor Servicer shall be liable for any acts or omissions of the terminated Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation the same Servicing Fees (whether payable out of the Collection Account or otherwise) and Supplemental Servicing Fees as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, ; provided that Trustee shall continue to be the appointment of any such successor to Servicer until another successor Servicer shall have assumed the Servicer will not result in the qualification, reduction or withdrawal responsibilities and obligations of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicer. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that which shall in no such compensation shall event be in excess of that permitted greater than the original Servicing Fees and Supplemental Servicing Fees payable to the Ohio Bank as Servicer under this Agreementhereunder. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 SECTION 10.01, or tenders its the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 7.05SECTION 9.04, or the Servicer is removed as servicer pursuant to this ARTICLE X (in which event the Trustee shall promptly notify each Rating Agency), except as otherwise provided in SECTION 10.01, the Trustee shall, by an instrument shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; PROVIDED, HOWEVER, that the Trustee shall not be liable for any actions of any servicer prior to the Trustee becoming the Servicer under this Agreement. The Trustee shall be obligated to make advances pursuant to SECTIONS 5.10, 5.13 AND 6.08 unless, and only to the extent the Trustee determines reasonably and in good faith that, such advances would not be recoverable pursuant to SECTION 5.04(II) OR 6.05(D), such determination to be evidenced by a certification of a Responsible Officer of the Trustee delivered to the Certificate Insurer; provided that the Trustee shall not be required to make an advance from its own funds if such advance is prohibited by law. As compensation therefor, the Trustee Trustee, or any successor servicer appointed pursuant to the following paragraph, shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as Mortgage Loans which the Servicer would have been entitled to under this Agreement receive from the Principal and Interest Account pursuant to SECTION 5.04 and from the Collection Account pursuant to SECTION 6.05 if the Servicer had continued to act as servicer hereunder, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in SECTIONS 7.01 AND 7.03. In no such notice event shall the assets of termination the Trust include, nor the Trustee or resignation had been givenany other successor servicer acquire any rights to, the Representative's Yield. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling to so to act, or and shall, if it is legally unable to so act or if the Majority in Aggregate Voting Interest (with the consent of the Certificate Insurer), or the Certificate Insurer so request in writing to actthe Trustee, appoint, or petition a court of competent jurisdiction to appoint, any established institutionmortgage loan servicing institution acceptable to the Certificate Insurer, having which acceptance shall not be unreasonably withheld, that has a net worth of not less than $50,000,000 15,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, which is approved as a servicer by FNMA and FHLMC as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided duties or liabilities of the Servicer hereunder. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Trustee) so appointed shall be the aggregate Servicing Fees, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise. In the event the Trustee is required to solicit bids, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the appointment successor servicer shall be entitled to the full amount of the aggregate Servicing Fees as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Servicer will not result in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Advances. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the qualificationPrincipal and Interest Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be held liable by reason of any failure to make, reduction or withdrawal any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the rating then assigned Servicer to deliver, or any Class delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of Rated Certificates by either Rating Agencya successor to the Servicer hereunder (other than the Trustee) shall be effective until the Trustee and the Certificate Insurer shall have consented thereto. The Trustee shall not resign as servicer until a successor servicer reasonably acceptable to the Certificate Insurer has been appointed. Pending appointment of a successor to the Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables Mortgage Loans as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that no such compensation shall be in excess of that permitted the original Servicer under pursuant to SECTION 8.03, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement. The Trustee Servicer, the Trustee, any Custodian and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its resignation pursuant 8.01, subject to the third to last sentence of this Section 7.058.02, the Trustee shall(or, by an instrument in writing, assume at the rights and responsibilities election of the Trustee, an affiliate of the Trustee designated by the Trustee) shall automatically be appointed Successor Servicer in its capacity as Servicer respect of all Servicing Functions under this Agreement and the transactions set forth or provided for unless another Successor Servicer is appointed; provided, however, that, notwithstanding anything contained in this AgreementAgreement to the contrary, and (i) the Trustee shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on have no obligation whatsoever in respect of any liability incurred by the Servicer at or prior to the time of receipt by the terms Servicer of said notice; (ii) the Trustee as Successor Servicer shall have no duty, responsibility, obligation or liability for the acts and provisions omissions of any prior Servicer; (iii) the Trustee shall have no obligation to repurchase any Contract or make any Advance; (iv) the Trustee shall have no obligation to pay any taxes or any other amounts required to be paid by the Servicer; (v) the Trustee shall have no obligation to pay any of the fees and expenses of any other party involved in this Agreementtransaction; and (vi) the Trustee shall have no liability or obligation with respect to any indemnification obligations of any prior Servicer including the original Servicer. As compensation thereforThe indemnification obligations of the Trustee, upon becoming a Successor Servicer are expressly limited to those instances of gross negligence, bad faith or willful misconduct of the Trustee in its role as Successor Servicer. The Trustee shall be entitled to such compensation (whether payable out of therefor as provided in Section 3.11, in addition to its compensation as Trustee as provided for in Section 9.06. However, if the Collection Account Trustee is unable or otherwise) unwilling to act as Successor Servicer hereunder, or if the Majority Certificateholders indicate they wish to appoint a Successor Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding other than the foregoingTrustee, the Trustee mayshall appoint a Person specified by the Majority Certificateholders, and if it the Majority Certificateholders fail to specify a Person within seven (7) Business Days, the Trustee shall be unwilling have the right to appoint a Person (so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having long as such Person has a net worth of not less than at least $50,000,000 and whose a regular business that includes the servicing of automobile and/or light duty truck receivables, installment payment obligations similar to the Contracts) as the successor to the Successor Servicer under this Agreement, provided that the appointment of any such successor to the Servicer will not result hereunder in the qualification, reduction assumption of all or withdrawal part of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicing Functions hereunder. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of Successor Servicer from payments on or in respect of the Receivables Contracts as it the Trustee, the Majority Certificateholders and such successor Successor Servicer shall reasonably agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this Agreement. The Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On the day and after the time the Trustee gives, and the Servicer receives receives, a notice of termination pursuant to Section 8.02 or tenders its resignation pursuant to Section 7.057.01, the Trustee shall, by an instrument subject to and to the extent provided in writingSections 3.06 and 7.03, assume and subject to the rights and responsibilities of the Trustee to appoint a successor Servicer, be the successor to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall immediately assume all of the obligations of the Servicer to make P&I Advances and Servicing Advances as successor Servicer and shall assume and be subject to all the other responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and applicable law as soon as practicable but in no event later than 90 days after the receipt by the Servicer of this Agreementthe notice of termination pursuant to Section 7.01. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as Mortgage Loans that the Servicer would have been entitled to under this Agreement charge to the Collection Account if no such notice the Servicer had continued to act hereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of termination or resignation had been giventhe Trustee as provided herein). Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with this Section 7.02, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth mortgage loan servicing institution the appointment of which does not less than $50,000,000 and whose regular business includes adversely affect the servicing then current rating of automobile and/or light duty truck receivablesthe Certificates by each Rating Agency, as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided that duties or liabilities of the Servicer hereunder. No such appointment of any such a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to the Servicer shall be an institution which is a Fannie Mae- and Freddie Mac-approved seller/servicer in good standing, xxxxx hxx a net xxxxx xf at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than liabilities of the terminated Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.05, act in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agencysuch capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of Mortgage Loans as it, the Receivables as it Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicing Fee and amounts paid to the predecessor Servicer under this Agreementfrom investments. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Neither the Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed nor any other successor Servicer shall have assumed be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the responsibilities and obligations failure of the predecessor Servicer under this Agreementto deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it.

Trustee to Act; Appointment of Successor Servicer. On and after Upon the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Servicer's resignation pursuant to Section 7.057.5, or upon the Servicer's receipt of notice of termination as Servicer pursuant to Section 8.1, the Indenture Trustee shall(or if no Notes are outstanding, by an instrument the Owner Trustee) shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that such Trustee, when acting as a successor servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to purchase arose after the date of the notice of termination given to the Servicer pursuant to Section 8.1, and such Trustee shall not be liable for any acts or omissions of such terminated Servicer or for any breach by the terminated Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Indenture Trustee (or if no Notes are outstanding, the Owner Trustee) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the such Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, provided that the appointment of any such successor to the Servicer will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumptionappointment, the such Trustee may make such arrangements for the compensation of such successor servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, howeverwhich, that in no such compensation event, shall be greater than that payable to First Security Bank, N.A. in excess of that permitted its capacity as the original Servicer under this Agreementhereunder. The Such Indenture Trustee and (or if no Notes are outstanding, the Owner Trustee) or such Successor Servicer successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Upon Servicer’s resignation pursuant to Section 7.057.5 or upon Servicer’s receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be the Trustee shall, by an instrument successor in writing, assume the rights and responsibilities of the all respects to Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that Trustee, when acting as successor Servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to repurchase arose after the date of the notice of termination given to Servicer pursuant to Section 8.1, and neither Trustee nor any successor Servicer shall be liable for any acts or omissions of the terminated Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation the same Servicing Fees (whether payable out of the Collection Account or otherwise) and Supplemental Servicing Fees as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, ; provided that Trustee shall continue to be the appointment of any such successor to Servicer until another successor Servicer shall have assumed the Servicer will not result in the qualification, reduction or withdrawal responsibilities and obligations of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicer. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that which shall in no such compensation shall event be in excess of that permitted greater than the original Servicing Fees and Supplemental Servicing Fees payable to BANA as Servicer under this Agreementhereunder. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 10.01, or tenders its the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 7.059.04, or the Servicer is removed as servicer pursuant to this Article X (in which event the Trustee shall promptly notify each Rating Agency), except as otherwise provided in Section 10.01, the Trustee shall, by an instrument shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Trustee shall not be liable for any actions of any servicer prior to the Trustee becoming the Servicer under this Agreement. The Trustee shall be obligated to make advances pursuant to Sections 5.10, 5.13 and 6.08 unless, and only to the extent the Trustee determines reasonably and in good faith that, such advances would not be recoverable pursuant to Section 5.04(ii) or 6.05(d)(vi) and (vii), such determination to be evidenced by a certification of a Responsible Officer of the Trustee delivered to the Certificate Insurer; provided that the Trustee shall not be required to make an advance from its own funds if such advance is prohibited by law. As compensation therefor, the Trustee Trustee, or any successor servicer appointed pursuant to the following paragraph, shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as Mortgage Loans which the Servicer would have been entitled to under this Agreement receive from the Principal and Interest Account pursuant to Section 5.04 and from the Collection Account pursuant to Section 6.05 if the Servicer had continued to act as servicer hereunder, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Sections 7.01 and 7.03. In no such notice event shall the assets of termination the Trust include, nor the Trustee or resignation had been givenany other successor servicer acquire any rights to, the Representative's Yield. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling to so to act, or and shall, if it is legally unable to so act or if the Majority in Aggregate Voting Interest (with the consent of the Certificate Insurer), or the Certificate Insurer so request in writing to actthe Trustee, appoint, or petition a court of competent jurisdiction to appoint, any established institutionmortgage loan servicing institution acceptable to the Certificate Insurer, having which acceptance shall not be unreasonably withheld, that has a net worth of not less than $50,000,000 15,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, which is approved as a servicer by FNMA and FHLMC as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided duties or liabilities of the Servicer hereunder. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Trustee) so appointed shall be the aggregate Servicing Fees, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise. In the event the Trustee is required to solicit bids, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the appointment successor servicer shall be entitled to the full amount of the aggregate Servicing Fees as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Servicer will not result in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Advances. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the qualificationPrincipal and Interest Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be held liable by reason of any failure to make, reduction or withdrawal any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the rating then assigned Servicer to deliver, or any Class delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of Rated Certificates by either Rating Agencya successor to the Servicer hereunder (other than the Trustee) shall be effective until the Trustee and the Certificate Insurer shall have consented thereto. The Trustee shall not resign as servicer until a successor servicer reasonably acceptable to the Certificate Insurer has been appointed. Pending appointment of a successor to the Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under pursuant to Section 8.03, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement. The Trustee Servicer, the Trustee, any Custodian and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Trustee gives, and the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its resignation pursuant to Section 7.057.01, the Trustee shall, by an instrument subject to and to the extent provided in writingSections 3.06 and 7.03, assume and subject to the rights and responsibilities of the Trustee to appoint a successor Servicer, be the successor to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall immediately assume all of the obligations of the Servicer to make P&I Advances and Servicing Advances as successor Servicer and shall assume and be subject to all the other responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and applicable law as soon as practicable but in no event later than 90 days after the receipt by the Servicer of this Agreementthe notice of termination pursuant to Section 7.01. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as Mortgage Loans that the Servicer would have been entitled to under this Agreement charge to the Collection Account if no such notice the Servicer had continued to act hereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of termination or resignation had been giventhe Trustee as provided herein). Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with this Section 7.02, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth mortgage loan servicing institution the appointment of which does not less than $50,000,000 and whose regular business includes adversely affect the servicing then current rating of automobile and/or light duty truck receivablesthe Certificates by each Rating Agency, as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided that duties or liabilities of the Servicer hereunder. No such appointment of any such a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to the Servicer shall be an institution which is a Fannie Mae- and Freddie Mac-approved seller/servicer in good standing axx xxxch has a nxx xxxxh of at least $30,000,000, which is willing to service the Mortgage Loans, which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than liabilities of the terminated Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to the Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.05, act in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agencysuch capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of Mortgage Loans as it, the Receivables as it Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicing Fee and amounts paid to the predecessor Servicer under this Agreementfrom investments. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Neither the Trustee nor any other successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything to the contrary herein, for a period of 30 days following the date on which the Servicer receives a notice of termination or removal as a Servicer pursuant to Section 7.01 (other than a termination or removal based upon the Event of Default listed as clause (a) or (f) in Section 7.01 above), the Servicer or its designee may appoint a successor Servicer that satisfies the eligibility criteria of a successor Servicer set forth in this Section 7.02, subject to the consent of the Depositor, which consent shall not be relieved unreasonably withheld or delayed. The successor Servicer appointed by the Servicer or its designee must agree to act as successor Servicer no later than such 30-day period, fully effect the servicing transfer within 90 days following the notice of termination or removal of the Servicer as a Servicer, make all P&I Advances that are otherwise required to be made by the Servicer as of the date of such appointment, and reimburse any expenses that the Trustee may have incurred in connection with the termination or removal of the Servicer and the appointment of a successor Servicer to the Servicer. This 30-day period shall terminate immediately if the Servicer fails to make (or cause to be made) any P&I Advances and all payments under Section 7.01(a). In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its duties own out-of-pocket costs and expenses related to such obligations. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer shall be paid by the successor Servicer (in which case the successor Servicer shall be entitled to reimbursement therefor from the Trust Fund or if the successor Servicer fails to pay, the Trustee pays such amounts from the Trust Fund). If the Trustee is the predecessor Servicer (except in the case where the Trustee in its role as Successor successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the successor Servicer (in which case the successor Servicer shall be entitled to reimbursement therefor from the Trust Fund or if the successor Servicer fails to pay, the Trustee pays such amounts from the Trust Fund) promptly upon presentation of reasonable documentation of such costs. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 3.13. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement7.02.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Upon Servicer’s resignation pursuant to Section 7.057.5 or upon Servicer’s receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be the Trustee shall, by an instrument successor in writing, assume the rights and responsibilities of the all respects to Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that Trustee, when acting as successor Servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to repurchase arose after the date of the notice of termination given to Servicer pursuant to Section 8.1, and neither Trustee nor any successor Servicer shall be liable for any acts or omissions of the terminated Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation the same Servicing Fees (whether payable out of the Collection Account or otherwise) and Supplemental Servicing Fees as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, ; provided that Trustee shall continue to be the appointment of any such successor to Servicer until another successor Servicer shall have assumed the Servicer will not result in the qualification, reduction or withdrawal responsibilities and obligations of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicer. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, howeverwhich shall in no event be greater than the Servicing Fees and Supplemental Servicing Fees payable to VW Credit, that no such compensation shall be in excess of that permitted the original Inc. as Servicer under this Agreementhereunder. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 8.02 10.01 or tenders its upon a resignation by the Servicer pursuant to Section 7.058.05, the Trustee shall, by an instrument in writing, assume the rights and responsibilities of the Servicer in its capacity as Servicer shall continue to perform all servicing functions under this Agreement and Indenture until (i) in the transactions set forth case of any such receipt, the date specified in such Termination Notice or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer otherwise specified by the terms and provisions of this Agreement. As compensation thereforTrustee in writing or, the Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice date is specified in such Termination Notice or otherwise specified by the Trustee, until the earlier of termination or resignation had been given. Notwithstanding a date agreed upon by the foregoing, Servicer and the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having date specified by the Trustee in a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, as the successor written notice to the Servicer under this AgreementServicer, provided that and (ii) in the appointment case of any such successor to the Servicer will not result in the qualificationresignation, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumption, until the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this Agreement. The Trustee and such a Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under pursuant to this Section 10.02. The Trustee shall as promptly as possible after the giving of a Termination Notice or such a resignation appoint the Backup Servicer as a successor servicer (the "Successor Servicer"), subject to the acceptance by the Backup Servicer (in accordance with and subject to Section 2 of the Backup Servicing Agreement) of such appointment by written acceptance in a form acceptable to the Trustee. In the event the Backup Servicer is unable to accept such appointment as Successor Servicer, the Trustee shall as promptly as possible appoint an Eligible Servicer as a Successor Servicer, subject to the consent of any Enhancement Providers and if specified in any Supplement, the consent of the Majority in Interest of the Noteholders of the related Series, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that the Successor Servicer has not been appointed or has not accepted its appointment by the earlier of 60 days after the date of such Termination Notice or at the time when the Servicer ceases to act, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an affiliate or agent in accordance with the terms of this Indenture. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act as Successor Servicer, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer (other than the Trustee) as the Successor Servicer hereunder.

Trustee to Act; Appointment of Successor Servicer. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 8.02 10.01 or tenders its upon a resignation by the Servicer pursuant to Section 7.058.05, the Trustee shall, by an instrument in writing, assume the rights and responsibilities of the Servicer in its capacity as Servicer shall continue to perform all servicing functions under this Agreement and until (i) in the transactions set forth case of any such receipt, the date specified in such Termination Notice or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer otherwise specified by the terms and provisions of this Agreement. As compensation thereforTrustee in writing or, the Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice date is specified in such Termination Notice or otherwise specified by the Trustee, until the earlier of termination or resignation had been given. Notwithstanding a date agreed upon by the foregoing, Servicer and the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having date specified by the Trustee in a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, as the successor written notice to the Servicer under this AgreementServicer, provided that and (ii) in the appointment case of any such successor to the Servicer will not result in the qualificationresignation, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumption, until the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this Agreement. The Trustee and such a Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under pursuant to this Section. The Trustee shall as promptly as possible after the giving of a Termination Notice or such a resignation appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), subject to the consent of any Enhancement Providers and if specified in any Series Supplement, the consent of the Majority in Interest of the Certificateholders of such Series, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment by the earlier of 60 days after the date of such Termination Notice or at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an affiliate or agent in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act as Successor Servicer, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer (other than the Trustee) as the Successor Servicer hereunder.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Upon Servicer's resignation pursuant to Section 7.057.5 or upon Servicer's receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be the Trustee shall, by an instrument successor in writing, assume the rights and responsibilities of the all respects to Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that Trustee, when acting as successor Servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to repurchase arose after the date of the notice of termination given to Servicer pursuant to Section 8.1, and neither Trustee nor any successor Servicer shall be liable for any acts or omissions of the terminated Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation the same Servicing Fees (whether payable out of the Collection Account or otherwise) and Supplemental Servicing Fees as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, ; provided that Trustee shall continue to be the appointment of any such successor to Servicer until another successor Servicer shall have assumed the Servicer will not result in the qualification, reduction or withdrawal responsibilities and obligations of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicer. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that which shall in no such compensation shall event be in excess of that permitted greater than the original Servicing Fees and Supplemental Servicing Fees payable to [______] as Servicer under this Agreementhereunder. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer 56 62 under this Section Agreement until the a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after Upon the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Servicer's resignation pursuant to Section 7.056.5, or upon the Servicer's receipt of notice of termination as Servicer pursuant to Section 7.1, the Indenture Trustee shall(or if no Notes are outstanding, a successor servicer appointed by an instrument the Owner Trustee) shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that such Trustee, when acting as a successor servicer, shall not be obligated to make any Advances hereunder or purchase Receivables pursuant to Section 3.7 unless the obligation to purchase arose after the date of the notice of termination given to the Servicer pursuant to Section 7.1 and relating to actions taken solely by such Trustee as successor servicer, and such Trustee shall not be liable for any acts or omissions of such terminated Servicer or for any breach by the terminated Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Indenture Trustee (or if no Notes are outstanding, a successor servicer appointed by the Owner Trustee) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, provided that the appointment of any such successor to the Servicer will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumptionappointment, the Indenture Trustee may make such arrangements for the compensation of such successor servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, howeverwhich, that in no such compensation event, shall be greater than that payable to First Security Bank, N.A. in excess of that permitted its capacity as the original Servicer under this Agreementhereunder. The Such Indenture Trustee and (or if no Notes are outstanding, a successor servicer appointed by the Owner Trustee) or such Successor Servicer successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth or provided for herein.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 18.02 or tenders its resignation pursuant to Section 7.0517.05, the Trustee or a Successor Servicer shall, by an instrument in writing, assume the rights and responsibilities of the Servicer in its capacity as Servicer under this the Agreement and the transactions set forth or provided for in this the Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating solely to the administration of the Receivables thereto placed on the Servicer by the terms and provisions of the Agreement; provided that the Trustee, as Successor Servicer, shall not be deemed at any time to have made any of the representations or warranties of the Servicer or any of the covenants of the Servicer set forth in Section 13.07. The Trustee as Successor Servicer shall have no duty to repurchase a receivable upon discovery of a breach of a covenant set forth in Section 13.07. Prior to the time specified in the first sentence of this Section, the Trustee shall have no obligation to perform any back-up or standby Servicer operations or functions. The Trustee and such Successor Servicer shall take action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee as Successor Servicer shall not be deemed to be in default hereunder by reason of any failure to make, or any delay in making any distribution hereunder or any portion thereof caused solely by the failure or delay of the predecessor Servicer to deliver cash, documents, titles, computer tapes, ledgers or records to it or otherwise on account of the inaccuracy of an information that it receives from the predecessor Servicer. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of the Collection Certificate Account or otherwise) as the Servicer would have been entitled to under this the Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck motor vehicles receivables, as the successor to the Servicer under this the Agreement, provided that the appointment of any such successor to the Successor Servicer will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of the Rated Certificates by either each Rating Agency. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor Successor Servicer out of payments on or in respect of the Receivables as it and such successor Successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this the Agreement. The Trustee and such Successor Servicer shall take such action, consistent with this the Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this the Agreement.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 10.01, or tenders its the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 7.059.04, or the Servicer is removed as servicer pursuant to this Article X (in which event the Trustee shall promptly notify each Rating Agency), except as otherwise provided in Section 10.01, the Trustee shall, by an instrument shall be the successor in writing, assume the rights and responsibilities of all respects to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Trustee shall not be liable for any actions of any servicer prior to the Trustee becoming the Servicer under this Agreement. The Trustee shall be obligated to make advances pursuant to Sections 5.10, 5.13 and 6.08 unless, and only to the extent the Trustee determines reasonably and in good faith that, such advances would not be recoverable pursuant to Section 5.04(ii) or 6.05(d)(vii) and (viii), such determination to be evidenced by a certification of a Responsible Officer of the Trustee delivered to the Certificate Insurer; provided that the Trustee shall not be required to make an advance from its own funds if such advance is prohibited by law. As compensation therefor, the Trustee Trustee, or any successor servicer appointed pursuant to the following paragraph, shall be entitled to such compensation (whether payable out of all funds relating to the Collection Account or otherwise) as Mortgage Loans which the Servicer would have been entitled to under this Agreement receive from the Principal and Interest Account pursuant to Section 5.04 and from the Collection Account pursuant to Section 6.05 if the Servicer had continued to act as servicer hereunder, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Sections 7.01 and 7.03. In no such notice event shall the assets of termination the Trust include, nor the Trustee or resignation had been givenany other successor servicer acquire any rights to, the Representative's Yield. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling to so to act, or and shall, if it is legally unable to so act or if the Majority in Aggregate Voting Interest (with the consent of the Certificate Insurer), or the Certificate Insurer so request in writing to actthe Trustee, appoint, or petition a court of competent jurisdiction to appoint, any established institutionmortgage loan servicing institution acceptable to the Certificate Insurer, having which acceptance shall not be unreasonably withheld, that has a net worth of not less than $50,000,000 15,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, which is approved as a servicer by FNMA and FHLMC as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the respons ibilities, provided duties or liabilities of the Servicer hereunder. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Trustee) so appointed shall be the aggregate Servicing Fees, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise. In the event the Trustee is required to solicit bids, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the appointment successor servicer shall be entitled to the full amount of the aggregate Servicing Fees as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Servicer will not result in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Advances. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succes sion. The Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the qualificationPrincipal and Interest Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be held liable by reason of any failure to make, reduction or withdrawal any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the rating then assigned Servicer to deliver, or any Class delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of Rated Certificates by either Rating Agencya successor to the Servicer hereunder (other than the Trustee) shall be effective until the Trustee and the Certificate Insurer shall have consented thereto. The Trustee shall not resign as servicer until a successor servicer reasonably acceptable to the Certificate Insurer has been appointed. Pending appointment of a successor to the Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation compensa tion shall be in excess of that permitted the original Servicer under pursuant to Section 8.03, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement. The Trustee Servicer, the Trustee, any Custodian and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 8.02 10.01 or tenders its upon a resignation by the Servicer pursuant to Section 7.058.05, the Trustee shall, by an instrument in writing, assume the rights and responsibilities of the Servicer in its capacity as Servicer shall continue to perform all servicing functions under this Agreement and until (i) in the transactions set forth case of any such receipt, the date specified in such Termination Notice or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer otherwise specified by the terms and provisions of this Agreement. As compensation thereforTrustee in writing or, the Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice date is specified in such Termination Notice or otherwise specified by the Trustee, until the earlier of termination or resignation had been given. Notwithstanding a date agreed upon by the foregoing, Servicer and the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition and a court of competent jurisdiction to appoint, any established institution, having date specified by the Trustee in a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, as the successor written notice to the Servicer under this Agreement, provided that and (ii) in the appointment case of any such successor to the Servicer will not result in the qualificationresignation, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumption, until the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this Agreement. The Trustee and such a Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under pursuant to this Section 10.02. The Trustee shall as promptly as possible after the giving of a Termination Notice or such a resignation pursuant to Section 8.05 hereof appoint an Eligible Servicer (which may be Citibank, N.A.) as a successor servicer (the "Successor Servicer") subject, if specified in any Supplement, to the consent of a Majority in Interest of such Series, which consent shall not be unreasonably withheld or delayed, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment by the earlier of 30 days after the date of such Termination Notice or resignation or at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an affiliate or agent of the Trustee in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Trustee shall, if it is unable or unwilling so to act as Successor Servicer, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Servicer (other than the Trustee) as the Successor Servicer hereunder.

Trustee to Act; Appointment of Successor Servicer. On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or tenders its Upon Servicer's resignation pursuant to Section 7.057.5 or upon Servicer's receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be the Trustee shall, by an instrument successor in writing, assume the rights and responsibilities of the all respects to Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that Trustee, when acting as successor Servicer, shall not be obligated to purchase Receivables pursuant to Section 3.7 unless the obligation to repurchase arose after the date of the notice of termination given to Servicer pursuant to Section 8.1, and neither Trustee nor any successor Servicer shall be liable for any acts or omissions of the terminated Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related documents or agreements. As compensation therefor, the Trustee shall be entitled to such compensation the same Servicing Fees (whether payable out of the Collection Account or otherwise) and Supplemental Servicing Fees as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, an Eligible Servicer as the successor to the terminated Servicer under this Agreement, ; provided that Trustee shall continue to be the appointment of any such successor to Servicer until another successor Servicer shall have assumed the Servicer will not result in the qualification, reduction or withdrawal responsibilities and obligations of the rating then assigned to any Class of Rated Certificates by either Rating AgencyServicer. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that which shall in no such compensation shall event be in excess of that permitted greater than the original Servicing Fees and Supplemental Servicing Fees payable to M&I Bank as Servicer under this Agreementhereunder. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee No Servicer shall not resign or be relieved of its duties as Successor Servicer under this Section Agreement until the a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.

Trustee to Act; Appointment of Successor Servicer. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 8.02 or tenders its resignation pursuant to Section 7.0510.01, the Trustee shall, by an instrument in writing, assume the rights and responsibilities of the Servicer in its capacity as Servicer shall continue to perform all servicing ------------- functions under this Agreement and any Supplement until the transactions set forth date specified in the Termination Notice or provided for as otherwise specified by the Trustee in this Agreementwriting or, and shall be subject to all if no such date is specified in such Termination Notice, or as otherwise specified by the responsibilitiesTrustee, restrictions, duties and liabilities relating thereto placed on until a date mutually agreed upon by the Servicer by and Trustee. After the terms and provisions giving of this Agreement. As compensation therefora Termination Notice, the Trustee shall be entitled as promptly as possible appoint an Eligible Servicer satisfactory to each Control Party as a successor servicer (the "Successor Servicer"), provided that (i) if any of the ------------------ -------- Certificates are then rated, the Rating 51 Agency Condition shall have occurred with respect to such compensation appointment and (whether payable out ii) such Successor Servicer shall have accepted its appointment by a written assumption and agreement to perform all of the Collection Account or otherwise) as duties, obligations and liabilities of the Servicer would have hereunder in a form acceptable to the Trustee. In the event that a Successor Servicer has not been entitled appointed or has not accepted its appointment at the time when the Servicer ceases to under this Agreement if no such notice act as Servicer, or upon the occurrence of termination or resignation had been giventhe events specified in Section 8.05, the Trustee without ------------ further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an Affiliate. The Trustee may employ subservicers with respect to its servicing obligations provided that the Trustee shall remain responsible for its obligations as Successor Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to actact as Successor Servicer or desires that a Person other than itself be appointed as Successor Servicer pursuant to this Section 10.02(a), appoint, or ---------------- petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, appoint as the successor to the Servicer under this Agreement, provided that the appointment of any such successor to the Servicer will not result in the qualification, reduction or withdrawal of the rating then assigned to any Class of Rated Certificates by either Rating Agency. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the original Servicer under this Agreement. The Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionan Eligible Servicer. The Trustee shall not be relieved promptly give notice to each Rating Agency and each Enhancement Provider of its duties as the appointment of a Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreementupon such appointment.

Trustee to Act; Appointment of Successor Servicer. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 8.02 7.01 or tenders its resignation pursuant to Section 7.056.04, the Trustee shall, by an instrument (or such other successor Servicer as is approved in writing, assume accordance with this Agreement) shall be the rights and responsibilities of successor in all respects to the Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of this Agreementthe obligations of the Servicer to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement hereunder if no such notice of termination or resignation had been given. Notwithstanding the foregoingabove, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables, as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, provided duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer shall be approved by the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the Servicer prior written consent of the NIMS Insurer and will not result in the qualification, reduction or withdrawal of the rating then ratings assigned to any Class of Rated the Certificates by either the Rating AgencyAgencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or in respect of such other compensation as the Receivables as it Trustee and such successor shall agree; provided, however, that no such compensation not to exceed the Servicing Fee). The appointment of a successor Servicer shall be in excess not affect any liability of that permitted the original predecessor Servicer which may have arisen under this AgreementAgreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such Successor Servicer successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall not be relieved of its duties as Successor Servicer under this Section until entitled to reimbursement therefor from the newly appointed Servicer shall have assumed the responsibilities and obligations assets of the Servicer under this AgreementTrust).