Common use of Appointment of Successor Servicer Clause in Contracts

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. Upon the Successor Servicer’s acceptance of its appointment, the Indenture Trustee shall give written notice of the identity of the Successor Servicer to the Rating Agencies, the Asset Representations Reviewer and the Seller. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) 45 days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile motor vehicle receivables (including automobiles and light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon When the Servicer’s receipt of Servicer receives a notice of termination pursuant to Section 7.01 7.1 or the Servicer’s Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.056.4, the predecessor Trustee shall become the successor in all respects to the Servicer shall continue to perform in its functions capacity as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which transactions set forth or provided for herein, provided, however, that the predecessor Servicer Trustee's obligation to make any Advances shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as be no greater than set forth in Section 7.02(b)) 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by a written assumption the terms and provisions hereof and in form acceptable its capacity as such successor shall have the same limitation of liability herein granted to the TrusteesServicer and provided, further, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive monthly an amount not to exceed the Total Servicing Fee as agreed by the Trustee and the Servicer, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise provided in Section 3.9. If the agreed amount is less than the Servicing Fee. Notwithstanding the above, the Indenture excess shall be paid to the Class R Certificateholder. If the Trustee shalland the Servicer shall not agree on the amount of such compensation, the Trustee shall solicit bids for a successor servicer as described in Section 7.5(b), provided, however, if it shall be legally unable no successor servicer is obtained through the bidding process, the Trustee may act as such, or unwilling so may pursuant to actSection 7.5(b) appoint a successor servicer to act as such, 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 shall include for the Servicing Fee together with such other servicing of automobile receivables (including light-duty trucks), compensation as the successor to the Servicer under this Agreementprovided in Section 3.9. In no event shall the Successor Trustee's assumption of or succession to the obligations of the Servicer be make the Trustee liable for the acts any actions or omissions of any predecessor the Servicer in its capacity as Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) 45 days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 or the Servicer’s 's resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) 45 days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 8.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeServicer. Notwithstanding the above, the Indenture Trustee shallTrustee, if it shall be legally unable or unwilling so to act, appoint shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer in accordance with this Section. Notwithstanding the above, if the Indenture Trustee shall be entitled legally unable so to receive act or if, within 30 days after the Total Servicing Fee. Notwithstanding delivery of its notice of resignation, the aboveIssuer shall not have obtained a Successor Servicer, the Indenture Trustee shallshall appoint, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 90 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer in accordance with this Section. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact or if, appoint within 30 days after the delivery of its notice of resignation, the Issuer shall not have obtained a Successor Servicer, the Indenture Trustee shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, if no Backup Servicer is then engaged, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders, nor shall automatically be appointed it have any obligation for the Successor Servicer and payment of fees pursuant to Section 10.17. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Payment Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer hereunder or omissions the responsibilities of any predecessor Servicerthe Servicer set forth in Section 3.08 and 3.16.

Appointment of Successor Servicer. (a) Upon The Issuer and the Servicer’s Indenture Trustee hereby appoint, and Wxxxx Fargo Bank, N.A., hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Section 5.04 hereof, upon receipt by the Servicer of a notice of termination pursuant to Section 7.01 6.01 or upon resignation of the Servicer’s resignation Servicer pursuant to Section 6.055.04(i), to be the predecessor successor (the “Successor Servicer”) in all respects to the Servicer shall continue to perform in its functions capacity as Servicer servicer under this AgreementAgreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, in duties and liabilities relating thereto placed on the case Servicer by the terms and provisions hereof arising on and after its succession; provided, however, that, without affecting the immediate termination of terminationthe rights of the Servicer hereunder, only until it is understood and acknowledged by the date specified in such termination notice or, if no such date is specified in parties hereto that there will be a period of transition not to exceed 100 days (the “Servicer Transition Period”) after receipt by the Servicer of a notice of terminationtermination before the servicing transfer is fully effected. During the Servicer Transition Period, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event none of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Securities Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Servicer shall be entitled to receive such compensation as the Total Servicing FeeServicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, if the Indenture Trustee shall, if it shall be Successor Servicer is unwilling or legally unable or unwilling so to actact as successor servicer, the Master Servicer may appoint or petition a court of competent jurisdiction to appoint appoint, any established housing and home finance institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), bank or other mortgage loan or home equity loan servicer that is an Approved Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any such Successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Successor Servicer is prohibited by law from so acting, the Successor Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.08 (or such lesser compensation as the Master Servicer and such successor shall agree). The appointment of a Successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement. In no event Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the Indenture Trustee, the Master Servicer and the Securities Administrator pursuant to Section 5.06, nor shall the any Successor Servicer be liable for the any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Master Servicer, the Securities Administrator or a Successor Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Servicer during the Servicer Transition Period. The Indenture Trustee, the Master Servicer, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, if a Servicer Event of Default occurs, the Servicer, the Servicing Rights Owner or the Servicing Rights Pledgee shall have a period of up to twenty (20) days after receipt of a notice of termination to appoint an Approved Servicer as Successor Servicer. Such right of appointment shall terminate immediately, however, if such terminated Servicer, the Servicing Rights Owner or the Servicing Rights Pledgee fails to make any required Monthly Advance, Servicing Advance or any other deposit required to be made pursuant to the terms of this Agreement, as and when required by this Agreement (taking into account any applicable cure period). All costs and expenses associated with the appointment, whether or not consummated, and the subsequent transfer of servicing (which must be completed within 100 days after receipt by the Servicer of a notice of termination) are required to be paid by the terminated Servicer, the Servicing Rights Owner or the Servicing Rights Pledgee out of the proceeds of sale or otherwise. Any proceeds remaining after such costs and expenses have been paid for by the terminated Servicer, shall be the property of the terminated Servicer, the Servicing Rights Owner or the Servicing Rights Pledgee, as applicable.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor If any Servicer shall continue to perform its functions as Servicer Replacement Event (other than under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and clauses (ii) or (iii) of Section 6.01(a) above) with respect to the date upon which Property Manager or the predecessor Special Servicer (in either case, for purposes of this Section 6.02, the “Defaulting Party”) shall become unable occur and be continuing, then, and in each and every such case, subject to act as Servicer, as specified in the notice remainder of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunderthis Section 6.02, the Indenture Trustee shall appoint a Successor Servicercause the initial Property Manager and/or the initial Special Servicer to be replaced with the Back-Up Manager, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth by notice in Section 7.02(b)) by a written assumption in form acceptable writing to the TrusteesDefaulting Party (with a copy of such notice to each other party hereto) and (y) terminate all of the rights and obligations accruing from and after such notice of the Defaulting Party under this Agreement and in and to the Collateral (other than as a holder of any Note or Issuer Interest). All notices by the Indenture Trustee of a Servicer Replacement Event shall be concurrently delivered to the Noteholders with a notice advising the Noteholders of their right to waive such Servicer Replacement Event. In the event that a Successor Servicer has not been appointed at the time when Noteholders (excluding STORE Capital or any of its Affiliates) representing the predecessor Servicer has ceased to act as Requisite Global Majority have either approved of the removal of the Property Manager or the Special Servicer in accordance with this SectionAgreement or not waived the occurrence of such Servicer Replacement Event within thirty (30) days of such notice, the Indenture Trustee without further action shall automatically will cause the initial Property Manager and/or the initial Special Servicer to be appointed replaced with the Successor Back-Up Manager. Upon the occurrence of a Servicer and Replacement Event under clause (ii) or (iii) with respect to the initial Property Manager or the initial Special Servicer, the Indenture Trustee shall be entitled immediately terminate the initial Property Manager and initial Special Servicer and shall replace them with the Back-Up Manager. Upon the occurrence of a Servicer Replacement Event with respect to receive the Total Servicing Fee. Notwithstanding Property Manager or the aboveSpecial Servicer that is not STORE Capital or an Affiliate of an Issuer, the Indenture Trustee shall, if it shall (i) may (with the consent of the Requisite Global Majority) cause the Property Manager and/or the Special Servicer to be legally unable or unwilling so to act, appoint or petition replaced with 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 shall include successor Property Manager (the servicing of automobile receivables “Successor Property Manager”) and/or successor Special Servicer (including light-duty trucksthe “Successor Special Servicer”), as and (ii) shall at the successor direction of the Requisite Global Majority cause the Property Manager and/or the Special Servicer to the Servicer under this Agreement. In no event shall the be replaced with a Successor Servicer be liable for the acts or omissions of any predecessor Property Manager and/or Successor Special Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.059.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent (acting at the direction, or with the consent, of the Required Lenders) in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until receipt a date mutually agreed upon by the Servicer and the Deal Agent (acting at the direction, or with the consent, of such notice and, the Required Lenders). The Deal Agent may at the time described in the case immediately preceding sentence at the direction of resignation, until the later of (i) Required Lenders appoint the date forty-five (45) days from the delivery to the Trustees of Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on a date mutually agreeable between the Backup Servicer and the Deal Agent assume all obligations of such resignation the Servicer hereunder (except as specifically set forth herein or written confirmation in the Backup Servicing Agreement), and all authority and power of such notice) in accordance with the terms of Servicer under this Agreement shall pass to and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event that the Deal Agent does not so appoint the Backup Servicer, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on the date contemplated in the immediately preceding sentence, the Deal Agent shall (acting at the direction, or with the consent, of the Servicer’s termination hereunder, the Indenture Trustee shall Required Lenders) as promptly as possible appoint a successor servicer (the “Successor Servicer, ”) who shall be acceptable to the Deal Agent and the Required Lenders and such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 financial institution whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Payment Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer hereunder or omissions the responsibilities of any predecessor Servicerthe Servicer set forth in Section 3.08 and 3.16.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 7.01 8.01 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, pending the appointment of and acceptance by a successor Servicer, the Indenture Trustee without further action shall automatically be appointed and serve as the Successor successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeFee and the Additional Servicing Compensation. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institutioninstitution who has demonstrated its capability to service the Receivables to the satisfaction of the Indenture Trustee, as the successor to the Servicer under this Agreement, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)comparable with the Receivables, as the successor to the Servicer under this Agreement. In The Indenture Trustee, acting in its capacity as successor Servicer, and any successor Servicer appointed by it, shall have no event shall the Successor responsibility or obligation (i) for any breach by any predecessor Servicer be liable for the of any of its representations and warranties, or (ii) any acts or omissions of CFSC or any predecessor Servicerother Servicer prior to its termination.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.15, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt of such notice and, a date mutually agreed upon by the Servicer and the Administrative Agent. The Administrative Agent may at the time described in the case immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of resignationthe Servicer hereunder, until and all authority and power of the later of (i) Servicer under this Agreement shall pass to and be vested in the date forty-five (45) days from Backup Servicer. As compensation therefor, the delivery Backup Servicer shall be entitled to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance Servicing Fee, together with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified other servicing compensation in the notice form of resignation and accompanying Opinion of Counselassumption fees, late payment charges or otherwise as provided herein; including, without limitation, Transition Expenses. In the event of that the Administrative Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Administrative Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent and each Purchaser Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Administrative Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)Collateral, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 90 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency) and shall provide the Depositor in writing with such information as reasonably requested by the Depositor to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeFee and shall provide the Depositor in writing with such information as reasonably requested by the Depositor to comply with its reporting obligations under the Exchange Act with respect to a Master Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer in accordance with this Section. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact or if, appoint within 30 days after the delivery of its notice of resignation, the Issuer shall not have obtained a Successor Servicer, the Indenture Trustee shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05a Servicer Termination Notice, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in Agreement and under the case of termination, only 2017-1A SUBI Servicing Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent (acting at the direction of the Required Lenders) in writing or, if no such date is specified in a notice such Servicer Termination Notice or otherwise specified by the Administrative Agent (acting at the direction of terminationthe Required Lenders), until a date mutually agreed upon by the Servicer, the Backup Servicer (if the Backup Servicer becomes the Successor Servicer) and the Administrative Agent (acting at the direction of the Required Lenders); provided, however, that the Backup Servicer (if the Backup Servicer becomes the Successor Servicer) shall use its best efforts to effect the transition of the servicing and will assume the duties of the Servicer no more than 45 days after receipt by the Servicer and the Backup Servicer of such notice andthe Servicer Termination Notice. The Administrative Agent (acting at the direction of the Required Lenders) shall, at the time described in the case of resignationimmediately preceding sentence, until appoint the later of (i) Backup Servicer as the date fortySuccessor Servicer hereunder and under the 2017-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer1A SUBI Servicing Agreement, and the Successor Backup Servicer shall accept its appointment (including its appointment as Administrator on such date assume all duties, liabilities and obligations of the Servicer hereunder and under the Administration 2017-1A SUBI Servicing Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionfrom and after such date, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court all authority and power of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event Agreement and under the 2017-1A SUBI Servicing Agreement shall pass to and be vested in the Successor Backup Servicer be liable for except to the acts or omissions of any predecessor Servicerextent otherwise set forth herein.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s 's resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of of: (ix) the date forty-five (45) 45 days from the delivery to the Trustees Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicersuccessor Servicer acceptable to the Indenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee[, the Counterparties] and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. Upon the Successor Servicer’s acceptance of its appointment, the Indenture Trustee shall give written notice of the identity of the Successor Servicer to [the Counterparties], the Rating Agencies, the Asset Representations Reviewer and the Seller. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee, the Counterparties and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, if no Backup Servicer is then engaged, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by Administrative Agent or the Borrower, as applicable, the Servicer and the Backup Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.12, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or as otherwise specified by the Administrative Agent or the Borrower, as applicable, in writing (with a copy to the Borrower or the Administrative Agent, as applicable) or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent or the Borrower, until receipt a date mutually agreed upon by the Servicer and the Administrative Agent or the Borrower, as applicable, and shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.6, the Servicing Fee therefor until such date; provided that any fees or expenses owed to the Servicer attributable to the period prior to such date shall accrue and remain payable. The Administrative Agent or the Borrower, as applicable, may at any time following delivery of a Servicer Termination Notice, by written notice to the Borrower or the Administrative Agent, as applicable, and the Backup Servicer, in its sole discretion and subject to clause (h) below, appoint the Backup Servicer or Fair as the Servicer hereunder, and the Backup Servicer or Fair, as the case may be, shall on such date assume all obligations of the Servicer hereunder with respect to servicing of the Collateral, and all authority and power of the Servicer under this Agreement shall pass to and be vested in the Backup Servicer. As compensation therefor, the Backup Servicer or Fair, as the case may be, shall thereafter be entitled to the Servicing Fee together with any other rights to reimbursement to which the Servicer is entitled as specified herein, Transition Expenses and, solely in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Backup Servicer, as the one-time successor servicer fee specified in the notice of resignation and accompanying Opinion of CounselBackup Servicing Fee Letter. In the event of that the Servicer’s termination hereunderAdministrative Agent does not so appoint the Backup Servicer (which it may or may not do in its discretion), there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, or the Borrower does not so appoint Fair (which it may or may not do in its discretion), or the Fair Servicing Condition is not satisfied, the Indenture Trustee Administrative Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent and each Lender; provided that if a Servicer Default occurs and the Servicer is not an Affiliate of the Borrower then the Borrower shall appoint the Successor Servicer with the written consent of the Administrative Agent (such consent not to be unreasonably withheld). In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or Administrative Agent may petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)loans, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Payment Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer hereunder or omissions the responsibilities of any predecessor Servicerthe Servicer set forth in Section 3.08 and 3.16.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become is legally unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In If the event of the Servicer’s termination Servicer resigns or is terminated hereunder, the Indenture Trustee shall Issuer will appoint a Successor Servicer, and the Successor Servicer shall will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall will automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeServicer. Notwithstanding the above, the Indenture Trustee shallTrustee, if it shall be is legally unable or unwilling so to act, appoint will appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall will include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Distribution Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts or omissions amount of the servicing fee paid hereunder and the amount necessary to induce any predecessor ServicerSuccessor Servicer to act as Successor Servicer hereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 8.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become is unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In If the event of the Servicer’s termination Servicer resigns or is terminated hereunder, the Indenture Trustee shall Issuer will appoint a Successor Servicer, and the Successor Servicer shall will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionSection 8.2, the Indenture Trustee without further action shall will automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeServicer. Notwithstanding the above, the Indenture Trustee shallTrustee, if it shall be is legally unable or unwilling so to act, appoint will appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall will include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.0510.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the immediately preceding sentence at the direction of the Required Investors appoint the Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on such date (which date shall be no less than 30 days after receipt of such notice and, written notice) assume all obligations of the Servicer hereunder (except as specifically set forth herein or in the case Backup Servicing Agreement), and all authority and power of resignation, until the later of (i) the date forty-five (45) days from the delivery Servicer under this shall pass to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”) who shall be acceptable to the Required Investors, and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Payment Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to DTFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer hereunder or omissions the responsibilities of any predecessor Servicerthe Servicer set forth in Section 3.08 and 3.16.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.0510.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until receipt of such notice anda date mutually agreed upon by the Servicer, the Backup Servicer and the Deal Agent. The Deal Agent may at the time described in the case immediately preceding sentence at the direction of resignation, until the later of (i) Required Lenders appoint the date forty-five (45) days from the delivery to the Trustees of Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of the Servicer hereunder from and after such resignation date (except as specifically set forth herein or written confirmation in the Backup Servicing Agreement), and all authority and power of such notice) in accordance with the terms of Servicer under this Agreement shall pass to and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a another successor servicer (the Backup Servicer or such other successor Servicer, “Successor Servicer”) who shall be acceptable to the Required Lenders, and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.24, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Termination Notice or otherwise specified by the Deal Agent, until receipt of such notice and, a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the case immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of resignationthe Servicer hereunder, until and all authority and power of the later of Servicer under this Agreement shall pass to and be vested in the Backup Servicer; provided, however, that the Successor Servicer shall not (i) be responsible or liable for any past actions or omissions of the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (outgoing Servicer or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor be obligated to make Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselAdvances. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a successor servicer (the Backup Servicer or any such other successor, the "Successor Servicer"), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. If the Deal Agent within 60 days of receipt of a Termination Notice is unable to obtain any bids from Eligible Servicers and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Deal Agent shall offer the Seller the right to accept retransfer of all the Assets and the Seller may accept re-transfer of all the Assets, provided, however, that if the long-term unsecured debt obligations of the Seller are not rated at the time of such purchase at least investment grade by each rating agency providing a rating in respect of such long-term unsecured debt obligations, no such re-transfer shall occur unless the Seller shall deliver an Opinion of Counsel reasonably acceptable to the Deal Agent that such re-transfer would not constitute a fraudulent conveyance of the Seller. The amount to be paid and deposited in respect of such re-transfer shall be equal to the sum of the Capital outstanding plus all Yield that has accrued thereon and that will accrue thereon. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction Jurisdiction to appoint any established institution, financial institution having a net worth of not less than U.S. $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Contracts as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 90 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency) and shall provide the Depositor in writing with such information as reasonably requested by the Depositor to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeFee and shall provide the Depositor in writing with such information as reasonably requested by the Depositor to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer in accordance with this Section. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact or if, appoint within 30 days after the delivery of its notice of resignation, the Issuer shall not have obtained a Successor Servicer, the Indenture Trustee shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.25, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice orthe Servicer Termination Notice or otherwise specified by the Deal Agent to the Servicer and the Backup Servicer in writing. The Deal Agent may at the time described in the immediately preceding sentence, if no in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date is specified in a notice assume all obligations of terminationthe Servicer hereunder, until receipt and all authority and power of such notice and, the Servicer under this Agreement shall pass to and be vested in the case of resignationBackup Servicer; provided, until the later of however, that any successor Servicer shall not (i) be responsible or liable for any past actions or omissions of the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (outgoing Servicer or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) be obligated to make Servicer Advances or (iii) have any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the date upon which the predecessor Servicer shall become unable to act as initial Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date, the Indenture Trustee Required Lenders shall as promptly as possible appoint a successor servicer (in such capacity, the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than U.S. $50,000,000 100,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 6.1 or the Servicer’s resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Issuer of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer) shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIssuer and the Indenture Trustee (if the Notes are Outstanding). In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 6.2, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a successor Servicer enters into a written assumption as provided in this Section 6.2. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the successor Servicer in accordance with this Section 6.2. Notwithstanding the above, if the Indenture Trustee shall be entitled legally unable so to receive act or if, within 30 days after the Total Servicing Fee. Notwithstanding delivery of its notice of resignation, the aboveIssuer shall not have obtained a successor Servicer, the Indenture Trustee shall(or, if it no Notes are Outstanding, the Issuer) shall be legally unable or unwilling so to actappoint, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In ; provided that, unless no event Notes are Outstanding, the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s 's resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 45 days from the delivery to the Trustees Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicersuccessor Servicer acceptable to the Indenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.25, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice orthe Servicer Termination Notice or otherwise specified by the Agent to the Servicer and the Backup Servicer in writing. The Agent may at the time described in the immediately preceding sentence, if no in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date is specified in a notice assume all obligations of terminationthe Servicer hereunder, until receipt and all authority and power of such notice and, the Servicer under this Agreement shall pass to and be vested in the case of resignationBackup Servicer; provided, until the later of however, that any successor Servicer shall not (i) be responsible or liable for any past actions or omissions of the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and outgoing Servicer, (ii) be obligated to make Servicer Advances, (iii) have any obligation to pay any taxes required to be paid by the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified if any, (iv) have no obligation to pay the fees and expenses of any other party involved in this transaction or any third party, or (v) have any liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the notice of resignation and accompanying Opinion of Counselinitial Servicer. In the event of that the Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date, the Indenture Trustee Agent shall as promptly as possible appoint a successor servicer (in such capacity, the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAgent. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than U.S. $50,000,000 100,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee, the Counterparty and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, if no Backup Servicer is then engaged, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 8.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feesuccessor Servicer. Notwithstanding the above, the Indenture Trustee shallTrustee, if it shall be legally unable or unwilling so to act, appoint shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.of

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.01 or the Servicer’s resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, pending the appointment of and acceptance by a successor Servicer, the Indenture Trustee without further action shall automatically be appointed and serve as the Successor successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeFee and the Additional Servicing Compensation. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institutioninstitution who has demonstrated its capability to service the Receivables to the satisfaction of the Indenture Trustee, as the successor to the Servicer under this Agreement, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)comparable with the Receivables, as the successor to the Servicer under this Agreement. In The Indenture Trustee, acting in its capacity as successor Servicer, and any successor Servicer appointed by it, shall have no event shall the Successor responsibility or obligation (i) for any breach by any predecessor Servicer be liable for the of any of its representations and warranties, or (ii) any acts or omissions of CFSC or any predecessor Servicerother Servicer prior to its termination.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 6.1 or the Servicer’s resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Issuer of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIssuer and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 6.2, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a successor Servicer enters into a written assumption as provided in this Section 6.2. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the successor Servicer in accordance with this Section 6.2. Notwithstanding the above, if the Indenture Trustee shall be entitled legally unable so to receive act or if, within 30 days after the Total Servicing Fee. Notwithstanding delivery of its notice of resignation, the aboveIssuer shall not have obtained a successor Servicer, the Indenture Trustee shallshall appoint, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer in accordance with this Section. Notwithstanding the above, if the Indenture Trustee shall be entitled legally unable so to receive act or if, within 30 days after the Total Servicing Fee. Notwithstanding delivery of its notice of resignation, the aboveIssuer shall not have obtained a Successor Servicer, the Indenture Trustee shallshall appoint, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt of date the Servicer receives a notice of termination pursuant to Section 7.01 9.01 hereof, or the Servicer’s Agent receives the resignation pursuant to Section 6.05, of the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying evidenced by an Opinion of Counsel, the Agent shall submit to Hercules the name of a proposed successor servicer (the “Successor Servicer”); provided, that such proposed Successor Servicer may not be a Competitor. In As compensation therefor, the event Successor Servicer shall be entitled to the Servicing Fee in addition to reimbursement of expenses incurred by such Successor Servicer in connection with the transition of the servicing obligations (“Transition Costs”); provided, however, in no event shall such Transition Costs exceed $50,000.00 in the aggregate. Hercules shall have the right to reject one proposed Successor Servicer within two (2) Business Days of the Agent’s submission and, upon such rejection Hercules shall have no further consent rights with respect to the appointment of any Successor Servicer’s termination hereunder. If Hercules shall not have rejected such proposed Successor Servicer within such two (2) Business Day period, the Indenture Trustee shall Agent shall, as promptly as possible, appoint a such Successor Servicer, and Servicer as servicer hereunder so long as such proposed Successor Servicer is acceptable to the Lender Group. The Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAgent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)assets similar to the Transferred Loans, as the successor Successor Servicer hereunder or under another agreement reasonably acceptable to the Servicer under this Agreement. In no event shall the Agent and such Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.18, the predecessor Servicer shall continue to perform its all servicing functions under this Agreement until the date on which a successor is appointed as provided in this Section. The Required Lenders may, in their sole discretion, but subject to satisfaction of the Rating Condition, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall within twenty (20) Business Days assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement, Agreement shall pass to and be vested in the case of terminationBackup Servicer; provided, only until however, that any Successor Servicer (including the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of Backup Servicer) shall not (i) be responsible or liable for any past actions or omissions of the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and outgoing Servicer, (ii) have any obligations to perform advancing or repurchase obligations, if any, of the date upon which the Servicer or predecessor Servicer unless it elects to do so in its sole discretion, (iii) have any obligation to pay any of the fees and expenses of any other party to the transaction contemplated hereby, (iv) have any liability with respect to the performance of the Subservicer or any other sub-servicers appointed by any prior Servicer, (v) make any of the representations and warranties of the Servicer under this Agreement (other than the representations and warranties set forth in the Backup Servicing Agreement), or (vi) have any obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder or in the exercise of any of its rights and powers, if, in its reasonable judgment, it shall become believe that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. Subject to satisfaction of the Rating Condition, if the Required Lenders do not appoint the Backup Servicer as successor Servicer, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date or the Backup Servicer shall resign as Servicer pursuant to Section 7.14, then the Facility Agent shall as promptly as possible appoint an alternate successor servicer to act as Servicer, as specified Servicer (in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereundereach such case, the Indenture Trustee shall appoint a “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor ServicerFacility Agent.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of collections on or in respect of the Receivables as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts or omissions amount of the servicing fee paid hereunder and the amount necessary to induce any predecessor ServicerSuccessor Servicer to act as Successor Servicer hereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 [7.7] or the Servicer’s resignation termination of the Servicer pursuant to Section 6.058.1, the predecessor [Backup Servicer][Indenture Trustee] shall be the successor in all respects to the Servicer shall continue to perform in its functions capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement; provided, however, that the [Backup Servicer][Indenture Trustee], as successor Servicer, shall not, in the case of terminationany event, only until the date specified in such termination notice ormake any Simple Interest Advances pursuant to Section 4.4, if shall have no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery obligations pursuant to Section 3.7 with respect to the Trustees repurchase of written notice of such resignation (or written confirmation of such notice) in accordance Receivables and shall have no obligations pursuant to Section 3.8 with respect to the terms of this Agreement fees and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event expenses of the Servicer’s termination hereunderOwner Trustee or the Indenture Trustee, the fees and expenses of the Owner Trustee’s attorneys or the Indenture Trustee’s attorneys, the fees and expenses of any custodian appointed by the Owner Trustee shall appoint a Successor Serviceror the Indenture Trustee, the fees and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth expenses of independent accountants or expenses incurred in Section 7.02(b)) by a written assumption in form acceptable connection with distributions and reports to the TrusteesCertificateholders or the Noteholders. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two (2) Business Days of receipt and shall not be retained by the successor Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it the [Backup Servicer][Indenture Trustee] shall be legally unable or unwilling so to act, appoint or shall, if the [Backup Servicer][Indenture Trustee] is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of collections on or in respect of the Receivables as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to CarMax as Servicer hereunder without the prior consent of the Holders of Notes evidencing at least 51% of the Note Balance of the Controlling Class. The Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Indenture Trustee shall not be relieved of its duties as successor Servicer under this Section 8.2 until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts or omissions amount of the servicing fee paid hereunder and the amount necessary to induce any predecessor Servicersuccessor Servicer to act as successor Servicer hereunder.

Appointment of Successor Servicer. (a) Upon If the Servicer’s receipt of notice of termination Servicer is terminated pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.1(a), the predecessor Servicer shall will continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such the Termination Notice or until a date mutually agreed upon by the Servicer and the Indenture Trustee; provided, however, that the termination notice orof the Servicer will not be effective until a Successor Servicer has been appointed and accepted its appointment. The Indenture Trustee will notify the Back-up Servicer of the date of termination of the Servicer and, if no such date is specified upon the termination of the Servicer in accordance with the preceding sentence or a notice resignation of terminationthe Servicer pursuant to Section 5.4, until receipt the Back-up Servicer will become the successor servicer (the “Successor Servicer”) under this Agreement without further action. In connection with its assumption of the duties as Successor Servicer, the Back-up Servicer will be reimbursed for its reasonable out-of-pocket costs relating to the transition of the servicing of the Receivables from the Servicer to the Back-up Servicer (“Transition Costs”). Up to $200,000 of such notice and, Transition Costs (in the case aggregate for this Agreement and any other Sale and Servicing Agreement) will be paid by the Indenture Trustee, with the consent of resignationthe Servicer (such consent not to be unreasonably withheld), until from amounts in the later Back-up Servicer Reserve Account within 30 days of (i) the date forty-five (45) days from the delivery to the Trustees Indenture Trustee and the Servicer of written notice a detailed billing statement setting out such Transition Costs. Any Transition Costs in excess of such resignation (or written confirmation amount will be paid to the Back-up Servicer pursuant to Section 4.2(a) of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselIndenture Supplements. In no event will the event Indenture Trustee be personally responsible for the payment of any Transition Costs. If no Back-up Servicing Agreement is in effect at the time of the Servicer’s termination hereundergiving of a Termination Notice or a resignation of the Servicer pursuant to Section 5.4, the Indenture Trustee shall Trustee, acting at the direction of the Noteholders of a majority of the Note Balance of the Outstanding Notes, will as promptly as practicable appoint a an Eligible Servicer as Successor Servicer, and the such Successor Servicer shall will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth by executing an assumption agreement in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that If a Successor Servicer has not been appointed at or has not accepted its appointment by the time when date of termination or resignation of the predecessor Servicer has ceased to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action shall automatically will be appointed the Successor Servicer and Servicer. The Indenture Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 3.1(a). At any time following the appointment of the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the aboveas Successor Servicer, the Indenture Trustee shallmay appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and upon the appointment of, and acceptance by, such Eligible Servicer, the Indenture Trustee will be relieved of all its duties as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee will, if it shall be is legally unable or unwilling so to act, appoint or petition at the expense of the Servicer 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 shall include the servicing of automobile receivables (including light-duty trucks), Person that is an Eligible Servicer as the successor to the Successor Servicer under this Agreement. In The Indenture Trustee will give prompt notice to the Issuer (who will notify each Rating Agency) of the appointment of a Successor Servicer. Notwithstanding anything in this Agreement to the contrary, in no event shall will the Successor Servicer Indenture Trustee be liable for any Servicing Fee or for any differential in the acts or omissions amount of the Servicing Fee paid under this Agreement and the amount necessary to induce any predecessor ServicerPerson to act as Successor Servicer under this Agreement and the transactions contemplated by this Agreement.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of collections on or in respect of the Receivables as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to DCFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts or omissions amount of the servicing fee paid hereunder and the amount necessary to induce any predecessor ServicerSuccessor Servicer to act as Successor Servicer hereunder.

Appointment of Successor Servicer. (a) Upon The Depositor and the Servicer’s Trustee hereby appoint, and Wxxxx Fargo Bank, N.A., hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Section 7.04 hereof, upon receipt by the Servicer of a notice of termination pursuant to Section 7.01 8.01 or upon resignation of the Servicer’s resignation Servicer pursuant to Section 6.057.04(i), to be the predecessor successor (the “Successor Servicer”) in all respects to the Servicer shall continue to perform in its functions capacity as Servicer servicer under this AgreementAgreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, in duties and liabilities relating thereto placed on the case Servicer by the terms and provisions hereof arising on and after its succession; provided, however, that, without affecting the immediate termination of terminationthe rights of the Servicer hereunder, only until it is understood and acknowledged by the date specified in such termination notice or, if no such date is specified in parties hereto that there will be a period of transition not to exceed 100 days (the “Servicer Transition Period”) after receipt by the Servicer of a notice of terminationtermination before the servicing transfer is fully effected. During the Servicer Transition Period, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event none of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, the Securities Administrator or the Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive such compensation as the Total Servicing FeeServicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, if the Indenture Trustee shall, if it shall be Successor Servicer is unwilling or legally unable or unwilling so to actact as successor servicer, the Master Servicer may appoint or petition a court of competent jurisdiction to appoint appoint, any established housing and home finance institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), bank or other mortgage loan or home equity loan servicer that is an Approved Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any such Successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Certificates by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Successor Servicer is prohibited by law from so acting, the Successor Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.08 (or such lesser compensation as the Master Servicer and such successor shall agree). The appointment of a Successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement. In no event Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the Trustee, the Master Servicer and the Securities Administrator pursuant to Section 7.06, nor shall the any Successor Servicer be liable for the 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, the Master Servicer, the Securities Administrator or a Successor Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Servicer during the Servicer Transition Period. The Trustee, the Master Servicer, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, if a Servicer Event of Default occurs, the Servicer, the Servicing Rights Owner or the Servicing Rights Pledgee shall have a period of up to twenty (20) days after receipt of a notice of termination to appoint an Approved Servicer as Successor Servicer. Such right of appointment shall terminate immediately, however, if such terminated Servicer, the Servicing Rights Owner or the Servicing Rights Pledgee, as applicable, fails to make any required Monthly Advance, Servicing Advance or any other deposit required to be made pursuant to the terms of this Agreement, as and when required by this Agreement (taking into account any applicable cure period). All costs and expenses associated with the appointment, whether or not consummated, and the subsequent transfer of servicing (which must be completed within 100 days after receipt by the Servicer of a notice of termination) are required to be paid by the terminated Servicer, the Servicing Rights Owner or the Servicing Rights Pledgee out of the proceeds of sale or otherwise. Any proceeds remaining after such costs and expenses have been paid for by the terminated Servicer, shall be the property of the terminated Servicer, the Servicing Rights Owner or the Servicing Rights Pledgee, as applicable.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer and the Backup Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.12, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or as otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt a date mutually agreed upon by the Servicer and the Administrative Agent and shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.6, the Servicing Fee therefor until such date; provided that any fees or expenses owed to the Servicer attributable to the period prior to such date shall accrue and remain payable. The Administrative Agent may at any time following delivery of a Servicer Termination Notice in written notice andto the Backup Servicer, in its sole discretion (provided the case Administrative Agent will not appoint a direct competitor of resignationthe Originator or an Affiliate thereof as Backup Servicer without the Servicer’s prior written consent), until appoint the later Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of (i) the date forty-five (45) days from Servicer hereunder with respect to servicing of the delivery Collateral, and all authority and power of the Servicer under this Agreement shall pass to and be vested in the Backup Servicer. As compensation therefor, the Backup Servicer shall thereafter be entitled to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance Servicing Fee together with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as one-time successor servicer fee specified in the notice of resignation and accompanying Opinion of CounselBackup Servicing Fee Letter, any other rights to reimbursement to which the Servicer is entitled as specified herein, plus Transition Expenses. In the event of that the Servicer’s termination hereunderAdministrative Agent does not so appoint the Backup Servicer (which it may or may not do in its discretion), there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Administrative Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent and each Lender. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or Administrative Agent may petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)loans, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) 45 days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile motor vehicle receivables (including automobiles and light-duty trucks)) [and motorcycle receivables], as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Payment Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the [Controlling Class][Notes] (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer hereunder or omissions the responsibilities of any predecessor Servicerthe Servicer set forth in Section 3.08 and 3.16.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.15, the predecessor Servicer shall continue to perform all servicing functions under this Agreement until either the Backup Servicer is appointed as Servicer hereunder or a Successor Servicer has accepted its functions appointment as Successor Servicer hereunder and, until such date, shall be entitled to receive the Servicing Fee to the extent funds are available therefore under this Agreement. The Deal Agent may at the time described in the immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement, Agreement shall pass to and be vested in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Backup Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is legally unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a another successor servicer (the Backup Servicer or such other successor Servicer, the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Contracts as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the The Indenture Trustee shall appoint a Successor Servicer, and send written notification of any Service Transfer or any resignation of the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 5.04, within one Business Day after the Indenture Trustee without further action shall automatically be appointed obtains actual knowledge thereof. If the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be is legally unable or unwilling so to act, appoint the Indenture Trustee, at the direction of the Controlling Party, may appoint, or the Controlling Party may direct the Indenture Trustee to appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the Servicer under hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder provided that, in the absence of an Insurer Default, any such successor Servicer shall be acceptable to the Note Insurer, as evidenced by the Note Insurer's prior written consent. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of the Note Insurer (or if an Insurer Default has occurred and is continuing of 100% of the Noteholders), exceed the Monthly Servicing Fee. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. In no event Any successor servicer shall be entitled to rely upon the Successor representations, warranties and covenants made by the Originator, the Seller, the Depositor, the Issuing Entity, the Indenture Trustee, the Owner Trustee and the initial Servicer set forth in this Agreement and any related document including the Basic Documents, and any successor servicer shall be liable held harmless by the Issuing Entity, the Seller, the Originator, the Depositor, the Indenture Trustee and the initial Servicer, severally and not jointly for the acts any and all claims, liabilities, obligations, losses, damages, payments costs or omissions expenses (including reasonable attorneys' fees) of any predecessor kind whatsoever incurred by the successor servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuing Entity, the Seller, the Originator, the Indenture Trustee or the initial Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documents.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of a notice of termination pursuant to Section 7.01 8.02 or upon resignation of the Servicer’s resignation Servicer pursuant to Section 6.057.05, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in Agreement until the case earlier of termination, only until the date specified in such notice of termination notice or, if no such or otherwise specified by the Indenture Trustee or until a date is specified in mutually agreed upon by the Servicer and the Indenture Trustee. As promptly as possible after a notice of terminationtermination has been received by the Servicer, until receipt the Certificateholders evidencing not less than a majority of such notice and, the percentage interests in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee Certificates shall appoint a Successor an Eligible Servicer who satisfies the Rating Agency Condition as successor Servicer, and the Successor such successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesIndenture Trustee. In the event that a Successor successor Servicer has not been appointed by the requisite percentage of Certificateholders or has not accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feesuccessor Servicer. Notwithstanding the above, if (x) a successor Servicer has not been selected by the Certificateholders or has not accepted its appointment at the time when the Servicer ceases to act as Servicer and (y) the Indenture Trustee shallis legally unable to act as Servicer, the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than 25% of the Outstanding Amount of the Controlling Class or, if it shall be legally unable or unwilling so to actno Notes are outstanding, appoint or Certificateholders evidencing not less than 25% of the percentage interests in the Certificates, may 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 shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the Servicer. Except as provided in Section 7.05, pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. The Indenture Trustee shall be entitled to withdraw from the Collection Account and remit to the successor Servicer (including the Indenture Trustee as successor Servicer) or such other party entitled thereto (but not including the terminated Servicer) all reasonably incurred Servicer transition costs. The sole remedy for termination under this Agreement. In no event Section 8.01(b)(i) shall be the Successor Servicer be liable for termination of the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.0510.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the immediately preceding sentence at the direction of the Lender appoint the Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on such date (which date shall be no less than 30 days after receipt of such notice and, written notice) assume all obligations of the Servicer hereunder (except as specifically set forth herein or in the case Backup Servicing Agreement), and all authority and power of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of Servicer under this Agreement and (ii) the date upon which the predecessor Servicer other Transaction Documents shall become unable pass to act as Servicer, as specified and be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination , there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Deal Agent shall as promptly as possible appoint a successor servicer (together with the Backup Servicer, if the Backup Servicer has been appointed Servicer hereunder, the Indenture Trustee shall appoint a “Successor Servicer”) who shall be acceptable to the Lender, and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee, the Counterparty and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, if no Backup Servicer is then engaged, the Indenture Trustee Issuer shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.18, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt a date mutually agreed upon by the Servicer and the Administrative Agent and shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.10 or Section 2.11, as applicable, the Servicing Fee therefor until such notice anddate, in together with the case of resignation, until the later sum of (i) the date forty-five (45) days from the delivery an amount equal to the Trustees of written notice all unreimbursed Nonrecoverable Advances made by such Servicer which remain outstanding as of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and date plus (ii) an amount equal to any unreimbursed Servicer Advances (but solely to the date upon extent of Collections received from time to time in respect of the Asset for which such Servicer Advance was made) which remain outstanding as of such date. The Administrative Agent may at the predecessor time described in the immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall become unable on such date assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to act as Servicer, as specified and be vested in the notice Backup Servicer. As compensation therefor, the Backup Servicer shall be entitled to the Servicing Fee, together with other servicing compensation in the form of resignation and accompanying Opinion of Counselassumption fees, late payment charges or otherwise as provided herein; including, without limitation, Transition Expenses. In the event of that the Administrative Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Administrative Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent and each Purchaser Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Administrative Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)Collateral, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 8.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feesuccessor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee[, the Counterparties] and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder[, if no Backup Servicer is then engaged,] the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.15, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt a date mutually agreed upon by the Servicer and the Administrative Agent and shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.9 or Section 2.10, as applicable, the Servicing Fee therefor until such notice anddate, in together with the case of resignation, until the later sum of (i) the date forty-five (45) days from the delivery ), an amount equal to the Trustees of written notice all unreimbursed Nonrecoverable Advances made by such Servicer which remain outstanding as of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and date plus (ii) an amount equal to any unreimbursed Servicer Advances (but solely to the date upon extent of Collections received from time to time in respect of the Loan for which such Servicer Advance was made) which remain outstanding as of such date. The Administrative Agent may at any time following delivery of a Servicer Termination Notice in its sole discretion, appoint the predecessor Backup Servicer as the Servicer hereunder, and the Backup Servicer shall become unable on such date assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to act as Servicer, as specified and be vested in the notice Backup Servicer. As compensation therefor, the Backup Servicer shall be entitled to the Servicing Fee, together with other servicing compensation in the form of resignation and accompanying Opinion of Counselassumption fees, late payment charges or otherwise as provided herein; including, without limitation, Transition Expenses. In the event of that the Administrative Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Administrative Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent and each Purchaser Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Administrative Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)Collateral, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.25, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice orthe Servicer Termination Notice or otherwise specified by the Agent to the Servicer and the Backup Servicer in writing. The Agent may at the time described in the immediately preceding sentence, in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer, if no it is willing to accept such appointment, shall on such date is specified in a notice assume all servicing obligations of terminationthe Servicer hereunder, until receipt and all authority and power of such notice and, the Servicer under this Agreement shall pass to and be vested in the case of resignation, until the later of Backup Servicer; provided that any Successor Servicer shall not (i) be responsible or liable for any past actions or omissions of the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and outgoing Servicer, (ii) be obligated to make Servicer Advances, (iii) have any obligation to pay any taxes required to be paid by the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified if any, (iv) have no obligation to pay the fees and expenses of any other party involved in this transaction or any third party, (v) have any liability or obligation with respect to any Servicer indemnification obligations of, or any representations and warranties given by any prior servicer (including the notice of resignation and accompanying Opinion of Counselinitial Servicer). In the event of that the Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date, the Indenture Trustee Agent shall as promptly as possible appoint a successor servicer (in such capacity, the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAgent. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than U.S. $50,000,000 100,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Payment Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to DTFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer hereunder or omissions the responsibilities of any predecessor Servicerthe Servicer set forth in Section 3.08 and 3.16.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee, the Counterparties and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, if no Backup Servicer is then engaged, the Indenture Trustee Issuing Entity shall appoint a Successor ServicerServicer acceptable to the Indenture Trustee, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon If the Servicer’s receipt of notice of termination Servicer is terminated pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.1(a), the predecessor Servicer shall will continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such the Termination Notice or until a date mutually agreed upon by the Servicer and the Indenture Trustee; provided, however, that the termination notice orof the Servicer will not be effective until a Successor Servicer has been appointed and accepted its appointment. The Indenture Trustee will notify the Back-up Servicer of the date of termination of the Servicer and, if no such date is specified upon the termination of the Servicer in accordance with the preceding sentence or a notice resignation of terminationthe Servicer pursuant to Section 5.4, until receipt the Back-up Servicer will become the successor servicer (the “Successor Servicer”) under this Agreement without further action. In connection with its assumption of the duties as Successor Servicer, the Back-up Servicer will be reimbursed for its reasonable out-of-pocket costs relating to the transition of the servicing of the Receivables from the Servicer to the Back-up Servicer (“Transition Costs”). Up to $200,000 of such notice and, Transition Costs (in the case aggregate for this Agreement and any other Sale and Servicing Agreement) will be paid by the Indenture Trustee, with the consent of resignationthe Servicer (such consent not to be unreasonably withheld), until from amounts in the later Back-up Servicer Reserve Account within 30 days of (i) the date forty-five (45) days from the delivery to the Trustees Indenture Trustee and the Servicer of written notice a detailed billing statement setting out such Transition Costs. Any Transition Costs in excess of such resignation (or written confirmation amount will be paid to the Back-up Servicer pursuant to Section 4.2(a) of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselIndenture Supplements. In no event will the event Indenture Trustee be personally responsible for the payment of any Transition Costs. If no Back-up Servicing Agreement is in effect at the time of the Servicer’s termination hereundergiving of a Termination Notice or a resignation of the Servicer pursuant to Section 5.4, the Indenture Trustee shall Trustee, acting at the direction of the Noteholders of a majority of the Note Balance of the Outstanding Notes, will as promptly as practicable appoint a an Eligible Servicer as Successor Servicer, and the such Successor Servicer shall will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth by executing an assumption agreement in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that If a Successor Servicer has not been appointed at or has not accepted its appointment by the time when date of termination or resignation of the predecessor Servicer has ceased to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action shall automatically will be appointed the Successor Servicer and Servicer. The Indenture Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 3.1(a). At any time following the appointment of the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the aboveas Successor Servicer, the Indenture Trustee shallmay appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and upon the appointment of, and acceptance by, such Eligible Servicer, the Indenture Trustee will be relieved of all its duties as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee will, if it shall be is legally unable or unwilling so to act, appoint or petition 29 at the expense of the Servicer 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 shall include the servicing of automobile receivables (including light-duty trucks), Person that is an Eligible Servicer as the successor to the Successor Servicer under this Agreement. In The Indenture Trustee will give prompt notice to the Issuer (who will notify each Rating Agency) of the appointment of a Successor Servicer. Notwithstanding anything in this Agreement to the contrary, in no event shall will the Successor Servicer Indenture Trustee be liable for any Servicing Fee or for any differential in the acts or omissions amount of the Servicing Fee paid under this Agreement and the amount necessary to induce any predecessor ServicerPerson to act as Successor Servicer under this Agreement and the transactions contemplated by this Agreement.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.15, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt a date mutually agreed upon by the Servicer and the Administrative Agent. The Administrative Agent may at any time following delivery of a Servicer Termination Notice in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such notice anddate assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to and be vested in the case of resignationBackup Servicer. As compensation therefor, until the later of (i) the date forty-five (45) days from the delivery Backup Servicer shall be entitled to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance Servicing Fee, together with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified other servicing compensation in the notice form of resignation and accompanying Opinion of Counselassumption fees, late payment charges or otherwise as provided herein; including, without limitation, Transition Expenses. In the event of that the Administrative Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Administrative Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent and each Purchaser Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Administrative Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)Assets, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.0510.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the immediately preceding sentence at the direction of the Required Lenders appoint the Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on such date (which date shall be no less than 60 days after receipt of such notice and, written notice) assume all obligations of the Servicer hereunder (except as specifically set forth herein or in the case Backup Servicing Agreement), and all authority and power of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of Servicer under this Agreement shall pass to and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”) who shall be acceptable to the Required Lenders, and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer and the Backup Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.13, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt a date mutually agreed upon by the Servicer, the Backup Servicer and the Administrative Agent and shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.7 or Section 2.8, as applicable, the Servicing Fee therefor until such notice anddate; provided that any fees or expenses owed to the Servicer attributable to the period prior to such date shall accrue and remain payable. The Administrative Agent may at any time following delivery of a Servicer Termination Notice to the Backup Servicer in writing, in its sole discretion, appoint the case Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of resignationthe Servicer hereunder with respect to servicing of the Collateral, until and all authority and power of the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of Servicer under this Agreement shall pass to and (ii) be vested in the date upon which the predecessor Servicer shall become unable to act as Backup Servicer, as ; provided that unless otherwise specified in the notice Servicer Termination Notice the Backup Servicer shall assume all obligations of resignation and accompanying Opinion the Servicer no later than five (5) Business Days after its receipt of Counselthe Servicer Termination Notice. As compensation therefor, the Backup Servicer shall thereafter be entitled to the Servicing Fee together with any other rights to reimbursement to which the Servicer is entitled as specified herein, plus Transition Expenses. In the event of that the Administrative Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Administrative Agent shall as promptly as possible appoint a successor Servicer (the “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent and each Lender. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or Administrative Agent may petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks)loans, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeServicer. Notwithstanding the above, the Indenture Trustee shallTrustee, if it shall be legally unable or unwilling so to act, appoint shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.0510.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the immediately preceding sentence at the direction of the Required Lenders appoint the Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on such date (which date shall be no less than 30 days after receipt of such notice and, written notice) assume all obligations of the Servicer hereunder (except as specifically set forth herein or in the case Backup Servicing Agreement), and all authority and power of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of Servicer under this Agreement shall pass to and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”) who shall be acceptable to the Required Lenders, and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 7.01 SECTION 8.1, or the Servicer’s 's resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 45 days from the delivery to the Trustees Trustee, each Counterparty and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee Issuer shall appoint the Backup Servicer as the successor Servicer hereunder or, if no Backup Servicer has been engaged, the Issuer shall appoint a Successor Servicersuccessor Servicer acceptable to the Indenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.06 and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in have no obligations pursuant to Section 7.02(b)) by a written assumption in form acceptable 3.09 with respect to the fees and expenses of the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be fees and expenses of the attorneys for the Trustees, the fees and expenses of any custodian appointed by the Successor Servicer Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Securityholders. As compensation therefor, the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of Available Collections for each Payment Date as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts or omissions amount of the servicing fee paid hereunder and the amount necessary to induce any predecessor ServicerSuccessor Servicer to act as Successor Servicer hereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt resignation of notice of termination the Master Servicer pursuant to Section 7.01 6.05 or the Servicer’s resignation termination of the Master Servicer pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder7.01, the Indenture Trustee shall appoint a be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Master Servicer by the terms and provisions of this Agreement, and shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Servicer; provided, however, that the Indenture Trustee, as Successor Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.04 and shall have no obligations pursuant to Section 3.09 with respect to the fees and expenses of the Owner Trustee or the Indenture Trustee, the fees and expenses of the Owner Trustee's attorneys or the Indenture Trustee's attorneys, the fees and expenses of any custodian appointed by the Trustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Certificateholders and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesNoteholders. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive such compensation (whether payable out of the Total Servicing FeeCollection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such resignation or termination had occurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Master Servicer. Notwithstanding the aboveforegoing, the Indenture Trustee shallmay, if it shall be legally unable or unwilling so to act, appoint or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established institutionappoint, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), an Eligible Servicer as the successor to the terminated Master Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of collections on or in respect of the Receivables as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to Wachovia Bank as initial Master Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Servicer. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Master Servicer shall have assumed the obligations and duties of the terminated Master Servicer under this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Successor Servicer Indenture Trustee be liable for any servicing fee or for any differential in the acts or omissions amount of the servicing fee paid hereunder and the amount necessary to induce any predecessor ServicerSuccessor Servicer to act as Successor Servicer hereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 8.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall will continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become is unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of If the Servicer’s termination 's resigns or is terminated hereunder, the Indenture Trustee shall Issuer will appoint a Successor Servicer, and the Successor Servicer shall will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionSection 8.2, the Indenture Trustee without further action shall will automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeServicer. Notwithstanding the above, the Indenture Trustee shallTrustee, if it shall be is legally unable or unwilling so to act, appoint will appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall will include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.0510.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the immediately preceding sentence at the direction of the Required Lenders appoint the Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on such date (which date shall be no less than 3060 days after receipt of such notice and, written notice) assume all obligations of the Servicer hereunder (except as specifically set forth herein or in the case Backup Servicing Agreement), and all authority and power of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of Servicer under this Agreement shall pass to and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”) who shall be acceptable to the Required Lenders, and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 8.1 or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable accept able to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feesuccessor Servicer. Notwithstanding the above, the Indenture Trustee shallTrustee, if it shall be legally unable or unwilling so to act, appoint shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)automotive receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 7.1 or the Servicer’s resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 90 days from the delivery to the Trustees Indenture Trustee and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesOwner Trustee and the Indenture Trustee (with a copy to each Rating Agency) and shall provide the Depositor in writing with such information as reasonably requested by the Depositor to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 7.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeFee and shall provide the Depositor in writing with such information as reasonably requested by the Depositor to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer in accordance with this Section. Notwithstanding the above, if the Indenture Trustee shall, if it shall be legally unable or unwilling so to actact or if, appoint within 30 days after the delivery of its notice of resignation, the Issuer shall not have obtained a Successor Servicer, the Indenture Trustee shall appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution, having a net worth of not less than $50,000,000 100,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as the successor to the Servicer under this Agreement. In no event ; provided that the Rating Agency Condition shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicersatisfied in connection with such appointment.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.059.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent (acting at the direction, or with the consent, of the Required Lenders) in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the immediately preceding sentence at the direction of the Required Lenders appoint the Backup Servicer (or if the Backup Servicer is unable to assume the obligations of the Servicer, another Successor Servicer) by written notice as the Servicer hereunder, and such Successor Servicer shall on such date (which date shall be no less than thirty (30) days after receipt of such notice and, written notice) assume all obligations of the Servicer hereunder (except as otherwise expressly set forth herein or in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)Backup Servicing Agreement) by a written assumption in a form acceptable to the TrusteesDeal Agent and the Successor Servicer, and all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of a notice of termination pursuant to Section 7.01 8.02 or upon resignation of the Servicer’s resignation Servicer pursuant to Section 6.057.05, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in Agreement until the case earlier of termination, only until the date specified in such notice of termination notice or, if no such or otherwise specified by the Indenture Trustee or until a date is specified in mutually agreed upon by the Servicer and the Indenture Trustee. As promptly as possible after a notice of terminationtermination has been received by the Servicer, until receipt the Certificateholders evidencing not less than a majority of such notice and, the percentage interests in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee Certificates shall appoint a Successor an Eligible Servicer who satisfies the Rating Agency Condition as successor Servicer, and the Successor such successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesIndenture Trustee. In the event that a Successor successor Servicer has not been appointed by the requisite percentage of Certificateholders or has not accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer. Notwithstanding the above, if (x) a successor Servicer has not been selected by the Certificateholders or has not accepted its appointment at the time when the Servicer ceases to act as Servicer and (y) the Indenture Trustee shall be entitled legally unable to receive the Total Servicing Fee. Notwithstanding the aboveact as Servicer, the Indenture Trustee, the Owner Trustee shallor Noteholders evidencing not less that 25% of the Outstanding Amount of the Controlling Class or, if it shall be legally unable or unwilling so to actno Notes are outstanding, appoint or Certificateholders evidencing not less than 25% of the percentage interests in the Certificates, may 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 shall include the servicing of automobile receivables (including light-duty trucks), Eligible Servicer as the successor to the Servicer. Except as provided in Section 7.05, pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. The Indenture Trustee shall be entitled to withdraw from the Collection Account and remit to the successor Servicer (including the Indenture Trustee as successor Servicer) or such other party entitled thereto (but not including the terminated Servicer) all reasonably incurred Servicer transition costs. The sole remedy for termination under this Agreement. In no event Section 8.01(b)(i) shall be the Successor Servicer be liable for termination of the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon a. On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 7.18, the Servicer shall continue to perform all servicing functions under this Agreement until the date on which a successor is appointed as provided in this Section. The Required Lenders may, in their sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall within twenty (20) Business Days assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to and be vested in the Backup Servicer; provided, however, that any Successor Servicer (including the Backup Servicer) shall not (i) be responsible or liable for any past actions or omissions of the outgoing Servicer, (ii) have any obligations to perform advancing or repurchase obligations, if any, of the Servicer or predecessor Servicer unless it elects to do so in its sole discretion, (iii) have any obligation to pay any of the fees and expenses of any other party to the transaction contemplated hereby, (iv) have any liability with respect to the performance of the Subservicer or any other sub-servicers appointed by any prior Servicer, (v) make any of the representations and warranties of the Servicer under this Agreement (other than the representations and warranties set forth in the Backup Servicing Agreement) or (vi) have any obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder or in the exercise of any of its rights and powers, if, in its reasonable judgment, it shall believe that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. The Backup Servicer, solely with respect to any Loans to Obligors organized or incorporated in one or more Permitted Jurisdictions, shall have no obligation to assume the servicing of such Loans pursuant to this Agreement other than for invoicing and acting as a system of record with respect to such Loans, unless with respect to any such Loan (x) the Obligor is registered to do business in the United States and/or one of the states of the United States, (y) the Loan is governed by United States law or the law of one of the states of the United States, and (z) the contact information for the Obligor under such Loan is in the United States. For any Loans to Obligors organized or incorporated in Permitted Jurisdictions that do not satisfy the qualifications set forth in the immediately foregoing sentence and the Backup Servicer has otherwise become the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its all servicing functions under this Agreement with respect to such Loans until such time as one or more eligible successor loan servicers or managers with respect to such Loans are appointed by the Required Lenders in their sole discretion, at which time such eligible successor loan servicers or managers shall assume all obligations of the predecessor Servicer hereunder with respect to such Loans, and all authority and power of the Servicer under this Agreement, in the case of termination, only until the date specified Agreement with respect to such Loans shall pass to and be vested in such termination notice oreligible successor loan servicers or managers. To the extent that at any time there is more than one servicer in respect of the Loans, if the Senior Servicing Fee or the Subordinate Servicing Fee, as applicable, payable hereunder shall be allocated to each servicer pro rata on the basis of the aggregate Outstanding Loan Balance serviced or managed by such servicer. For the avoidance of doubt, the Backup Servicer as Servicer shall have no responsibility to exercise the Borrower’s or any Secured Party’s rights and remedies with respect to any portion of a Loan whose Obligor is organized or incorporated in a Permitted Jurisdiction that does not meet the qualifications described in subclauses (x), (y) and (z) of this Section 7.19(a). If the Required Lenders do not appoint the Backup Servicer as successor Servicer, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date is specified in a notice of termination, until receipt of such notice and, in or the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Backup Servicer shall become unable resign as Servicer pursuant to Section 7.14, then the Facility Agent shall as promptly as possible appoint an alternate successor servicer to act as Servicer, as specified Servicer (in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereundereach such case, the Indenture Trustee shall appoint a “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor ServicerFacility Agent.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 60 days from the delivery to the Trustees Trustee, each Counterparty and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint the Backup Servicer as the successor hereunder or, if no Backup Servicer is then engaged, the Issuer shall appoint a Successor Servicersuccessor Servicer acceptable to the Indenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 or the Servicer’s 's resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) 45 days from the delivery to the applicable Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination If Servicer is terminated pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.054.6(a), the predecessor Servicer shall it will continue to perform its functions as remain the Servicer under this Agreement, in the case of termination, only Agreement until the date specified in the Servicer Termination Notice. If Servicer is terminated pursuant to Section 4.6(a) or resigns pursuant to Section 4.3, Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 5.6(b) or Section 8.2(b), as applicable, of the Indenture, the Servicing Fee accrued until the date that the Servicer is actually terminated in such termination notice orcapacity, if no together with the sum of (i) an amount equal to all unreimbursed Nonrecoverable Advances made by such Servicer which remain outstanding as of such date is specified plus (ii) an amount equal to any other unreimbursed Servicer Advances (but solely to the extent of Collections received from time to time in a notice respect of termination, until receipt the Asset for which the Servicer Advances described in this clause (ii) were made) which remain outstanding as of such notice anddate. If Servicer resigns pursuant to Section 4.3, in it will continue to remain the case of resignation, Servicer under this Agreement until the later of (i) the date forty-five (45) 45 days from the delivery to the Trustees Purchaser, Backup Servicer, Indenture Trustee and Note Purchaser of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become is legally unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In If Servicer resigns or is terminated under this Agreement, Note Purchaser (or, if the event of the Servicer’s termination hereunderNotes are no longer Outstanding, the Indenture Trustee shall Purchaser) may appoint a Successor successor Servicer, and the Successor Servicer shall . Such successor will accept its appointment by (including its appointment i) entering into a servicing agreement with Purchaser having substantially the same provisions as Administrator under the Administration provisions of this Agreement as set forth applicable to Servicer, in Section 7.02(b)) by a written assumption in form acceptable to Purchaser and Note Purchaser and (ii) delivering a copy of such servicing agreement to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased parties to act as Servicer in accordance with this Sectionsuch agreement and to Indenture Trustee, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer, Backup Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor ServicerNote Purchaser.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.0510.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until receipt of such notice anda date mutually agreed upon by the Servicer, the Backup Servicer and the Deal Agent. The Deal Agent may at the time described in the case immediately preceding sentence at the direction of resignation, until the later of (i) Required Lenders appoint the date forty-five (45) days from the delivery to the Trustees of Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on 21894287.12 such date assume all obligations of the Servicer hereunder from and after such resignation date (except as specifically set forth herein or written confirmation in the Backup Servicing Agreement), and all authority and power of such notice) in accordance with the terms of Servicer under this Agreement shall pass to and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a another successor servicer (the Backup Servicer or such other successor Servicer, “Successor Servicer”) who shall be acceptable to the Required Lenders, and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 7.01 8.1, or the Servicer’s 's resignation pursuant to Section 6.05in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (ix) the date forty-five (45) 45 days from the delivery to the Trustees Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicersuccessor Servicer acceptable to the Indenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the TrusteesIndenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)equipment receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 or the Servicer’s 's resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) 45 days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks)motor vehicle receivables, as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

Appointment of Successor Servicer. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 7.01 10.2(a), or the Servicer’s 's resignation pursuant to Section 6.05in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date forty-five (45) 45 days from the delivery to the Trustees Administrator and the Custodian of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of termination of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor BONY, as Standby Servicer, and shall assume the Successor obligations of Servicer hereunder on the date specified in such written notice (the "Assumption Date") pursuant to the Servicing Assumption Agreement or, in the event that the Administrator shall have determined that a Person other than the Standby Servicer shall accept its appointment (including its appointment as Administrator under be the Administration Agreement as set forth in Section 7.02(b)) by successor Servicer, on the date of the execution of a written assumption in form acceptable agreement by such Person to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act serve as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Feesuccessor Servicer. Notwithstanding the aboveStandby Servicer's assumption of, the Indenture Trustee shalland its agreement to perform and observe, if it shall be legally unable or unwilling so to actall duties, appoint or petition a court responsibilities and obligations of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), Oxford as the successor to the Servicer under this Agreement. In no event Agreement arising on and after the Assumption Date, the Standby Servicer shall the Successor Servicer not be deemed to have assumed or to become liable for the acts for, or omissions otherwise have any liability for, any duties, responsibilities, obligations or liabilities of Oxford or any predecessor ServicerServicer arising on or before the Assumption Date, whether provided for by the terms of this Agreement, arising by operation of law or otherwise, including, without limitation, any liability for, any duties, responsibilities, obligations or liabilities of Oxford or any predecessor Servicer arising on or before the Assumption Date under Sections 3.7, 4.4 or 8.2 of this Agreement.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.15, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Issuer in writing or, if no such date is specified in the Servicer Termination Notice, or otherwise specified by the Issuer, until a date mutually agreed upon by the Servicer and the Issuer. As promptly as possible after the giving of a Servicer Termination Notice, or after the receipt of an opinion of counsel under Section 6.11, as the case may be, the Trustee shall serve as successor servicer (the "SUCCESSOR SERVICER") and all authority, power, obligations and responsibilities of the Successor Servicer under this Agreement, whether in respect to the Notes, the Contract Assets or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Trustee without any further action; PROVIDED, HOWEVER, that the Trustee shall not be required to become the Successor Servicer if it is unable to act according to law and it provides to the Issuer an opinion of counsel to such effect. The Trustee as Successor Servicer shall have no responsibility for any acts or omissions of any prior Servicer or any liability with respect to any obligation which was required to be performed by any prior Servicer prior to the date that the Trustee becomes the Servicer or any claim of a third party based on any alleged action or inaction of any prior Servicer. The Trustee is authorized and empowered by this Agreement, as Successor Servicer, to execute and deliver, on behalf of any prior Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, until receipt of such notice and, in . If the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint the Trustee 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 shall include the servicing of automobile receivables (including light-duty trucks)appoint, as the successor to the Servicer under this Agreement, any established institution having a net worth of not less than $10,000,000 and whose regular business shall include the servicing of receivables. In no event shall No party other than the initial Trustee (or a successor to the business of the Trustee) may serve as Successor Servicer be liable for without the acts or omissions written consent of any predecessor Servicerthe Rating Agency.

Appointment of Successor Servicer. (a) Upon the Servicer’s receipt occurrence and continuance of notice a Servicer Replacement Event (other than under clauses (ii) or (iii) of termination pursuant the definition thereof) with respect to Section 7.01 the initial Property Manager, the initial Issuer Manager or the Servicer’s resignation pursuant to Section 6.05initial Special Servicer (in either case, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement“Defaulting Party”), in the case of termination, only until the date specified in such termination notice or, if no such date is specified in Indenture Trustee will deliver a notice of termination, until receipt in writing to the Noteholders (with a copy of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees Defaulting Party) advising the Noteholders of written notice their right to approve the removal of such resignation (or written confirmation of such notice) the Defaulting Party in accordance with the terms of this Property Management Agreement and (ii) the date upon which the predecessor Indenture or to waive such Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselReplacement Event. In the event that the Noteholders representing the Requisite Global Majority have either approved of the Servicer’s termination hereunderremoval of the Defaulting Party in accordance with the Property Management Agreement and the Indenture or not waived the occurrence of such Servicer Replacement Event within thirty (30) days of such notice, the Indenture Trustee will cause such Defaulting Party to be immediately replaced with the Back-Up Manager and terminate all of the rights and obligations of the Defaulting Party. Upon the occurrence of a Servicer Replacement Event under clause (ii) or (iii) of the definition thereof, with respect to a Defaulting Party, the Indenture Trustee shall appoint immediately terminate such Defaulting Party and replace it with the Back-Up Manager. When a Successor single entity acts as Property Manager, the Issuer Manager and Special Servicer, and the Successor a Servicer Replacement Event in one capacity shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth constitute a Servicer Replacement Event in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectioneach capacity; provided, however, that, the Indenture Trustee without further action shall automatically be appointed upon direction from the Successor Requisite Global Majority elect to terminate the Property Manager, the Issuer Manager or the Special Servicer and in one or the Indenture Trustee shall be entitled other capacity rather than all such capacities. Except as provided in the immediately preceding paragraph, upon the occurrence of a Servicer Replacement Event with respect to receive the Total Servicing Fee. Notwithstanding Property Manager, the aboveIssuer Manager or the Special Servicer, the Indenture Trustee shall(i) may (with the consent of the Requisite Global Majority) and (ii) shall at the direction of the Requisite Global Majority cause the Property Manager, if it shall the Issuer Manager or the Special Servicer to be legally unable or unwilling so to act, appoint or petition replaced with 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 shall include successor Property Manager (the servicing of automobile receivables (including light-duty trucks“Successor Property Manager”), as a successor Issuer Manager (the “Successor Issuer Manager”) or a successor to Special Servicer (the Servicer under this Agreement. In no event shall the “Successor Servicer be liable for the acts or omissions of any predecessor Special Servicer”).

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.18, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice orthe Termination Notice or otherwise specified by the Administrative Agent, if no such date is specified to the Servicer and the Backup Servicer in a notice of termination, until receipt of such notice and, writing. The Administrative Agent may at the time described in the case immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall within seven (7) days assume all obligations of resignationthe Servicer hereunder, until and all authority and power of the later Servicer under this Agreement shall pass to and be vested in the Backup Servicer; provided, however, that any Successor Servicer (including, without limitation, the Backup Servicer) shall not (i) be responsible or liable for any past actions or omissions of the outgoing Servicer or (ii) be obligated to make Servicer Advances. The Administrative Agent may appoint (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (Backup Servicer as successor servicer, or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) if the date upon which Administrative Agent does not so appoint the predecessor Backup Servicer, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date, the Administrative Agent shall become unable as promptly as possible appoint an alternate successor servicer to act as Servicer, as specified Servicer (in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereundereach such case, the Indenture Trustee shall appoint a “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent. In the event that a (b) Upon its appointment as Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action shall automatically be appointed Backup Servicer (subject to Section 7.19(a)) or the Successor Servicer and the Indenture Trustee alternate successor servicer, as applicable, shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks), as the successor in all respects to the Servicer with respect to servicing functions under this Agreement. In no event , shall assume all Servicing Duties hereunder and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable. Any Successor Servicer shall be liable for entitled, with the acts or omissions prior consent of any predecessor Servicer.the 102

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.057.18, the predecessor Servicer shall continue to perform its all servicing functions under this Agreement until the date on which a successor is appointed as provided in this Section. The Required Lenders may, in their sole discretion, but subject to satisfaction of the Rating Condition, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall within twenty (20) Business Days assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement, Agreement shall pass to and be vested in the case of terminationBackup Servicer; provided, only until however, that any Successor Servicer (including the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of Backup Servicer) shall not (i) be responsible or liable for any past actions or omissions of the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and outgoing Servicer, (ii) have any obligations to perform advancing or repurchase obligations, if any, of the date upon which the Servicer or predecessor Servicer unless it elects to do so in its sole discretion, (iii) have any obligation to pay any of the fees and expenses of any other party to the transaction contemplated hereby, (iv) have any liability with respect to the performance of the Subservicer or any other sub-servicers appointed by any prior Servicer, (v) make any of the representations and warranties of the Servicer under this Agreement (other than the representations and warranties set forth in the Backup Servicing Agreement), or (vi) have any obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder or in the exercise of any of its rights and powers, if, in its reasonable judgment, it shall become believe that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. Subject to satisfaction of the Rating Condition, if the Required Lenders do not appoint the Backup Servicer as successor Servicer, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date or the Backup Servicer shall resign as Servicer pursuant to Section 7.14, then the Facility Agent shall as promptly as possible appoint an alternate successor servicer to act as Servicer, as specified Servicer (in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereundereach such case, the Indenture Trustee shall appoint a “Successor Servicer”), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor ServicerFacility Agent.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05a Servicer Termination Notice, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt of such notice anda date mutually agreed upon by the Servicer, the Administrative Agent and the Backup Servicer. The Administrative Agent may, in its discretion, at the case of resignationtime described in the immediately preceding sentence, until appoint the later of (i) Backup Servicer as the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) Successor Servicer hereunder in accordance with the terms of this Agreement and (ii) the date upon Backup Servicing Agreement., in which case the predecessor Backup Servicer shall become unable assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to act as Servicer, as specified and be vested in the notice Backup Servicer as Successor Servicer. All actions taken by the Administrative Agent pursuant to this Section shall be taken upon the request or approval of resignation and accompanying Opinion of Counselthe Required Lenders. (b) In the event of that there is no Backup Servicer at the time that the Servicer is terminated hereunder, or the Administrative Agent does not so appoint the Backup Servicer to succeed the Servicer as Successor Servicer hereunder, or the Backup Servicer is unable to assume such obligations on such date, the Administrative Agent shall as promptly as possible appoint a successor servicer (each such party so appointed or, as applicable, the Backup Servicer as successor to the Servicer’s termination hereunder, collectively, the Indenture Trustee shall appoint a "Successor Servicer"), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent. In (c) Upon the event that a Successor Servicer has not been appointed at termination and removal of the time when Servicer, the predecessor Servicer has ceased to act as Servicer in accordance shall cooperate with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and in effecting the Indenture Trustee shall be entitled to receive termination of the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.rights and

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.24, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Transaction Documents until the date specified in such termination notice the Termination Notice or otherwise specified by the Administrator in writing or, if no such date is specified in a notice of terminationsuch Termination Notice or otherwise specified by the Administrator, until receipt of such notice and, a date mutually agreed upon by the Servicer and the Administrator. The Administrator may at the time described in the case immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the servicer, and the Backup Servicer shall on such date assume all obligations of resignationthe servicer, until and all authority and power of the later of Servicer under this Agreement and the Custodial Agreement shall pass to and be vested in the Backup Servicer; provided, however, that the Successor Servicer shall not (i) be responsible or liable for any past actions or omissions of the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (outgoing Servicer or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor be obligated to make Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselAdvances. In the event of that the Administrator does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Administrator shall as promptly as possible appoint a successor servicer (the Backup Servicer or any such other successor, the "Successor Servicer"), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrator. If the Administrator within 60 days of receipt of a Termination Notice is unable to obtain any bids from Eligible Servicers and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Administrator shall offer the Seller the right to accept retransfer of all the Assets and the Seller may accept re-transfer of all the Assets; provided, however, that if the long-term unsecured debt obligations of the Seller are not rated at the time of such purchase at least investment grade by each rating agency providing a rating in respect of such long-term unsecured debt obligations, no such re-transfer shall occur unless the Seller shall deliver an Opinion of Counsel reasonably acceptable to the Administrator that such re-transfer would not constitute a fraudulent conveyance of the Seller. The amount to be paid and deposited in respect of such re-transfer shall be equal to the sum of the Capital outstanding plus all Yield that has accrued thereon and that will accrue thereon. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Administrator shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than U.S. $50,000,000 and whose regular business shall include includes, without limitation, the servicing of automobile receivables (including light-duty trucks), Contracts as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon If an Event of Default --------------------------------- shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Agent may, by notice to the Servicer’s , the Borrower and the Backup Servicer terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such notice, all authority and power of the Servicer under this Agreement, whether with respect to the Pledged Assets or otherwise, shall pass to and be vested in the Backup Servicer pursuant to and under this Section, and, without limitation, the Backup Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Pledged Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Agent and the Backup Servicer in effecting the termination of the Servicer's responsibilities and rights hereunder, including, without limitation, notification to the Payors of the assignment of the servicing function, providing the Backup Servicer with all records, in electronic or other form, reasonably requested by it to enable the Backup Servicer to assume the servicing functions hereunder and the transfer to the Backup Servicer for administration by it of all cash amounts which shall at the time be deposited by the Servicer or should have been deposited by the Servicer in the Agent's Account or thereafter be received with respect to the Pledged Receivables. Neither the Agent nor the Backup Servicer shall be deemed to have breached any obligation hereunder as a result of a failure to make or delay in making any distribution as and when required hereunder caused by the failure of the Servicer to remit any amounts received on it or to deliver any documents held by it with respect to the Pledged Assets. Any obligations of Funding hereunder other than in its capacity as Servicer shall continue in effect notwithstanding Funding's termination as Servicer. On and after the time the Servicer receives a notice of termination pursuant to this Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.15, the predecessor Backup Servicer shall continue be the successor in all ------------ respects to perform the Servicer in its functions capacity as Servicer under this AgreementAgreement and the transactions set forth or provided for herein and shall have all the rights and powers and be subject thereafter to all the responsibilities, in duties and liabilities relating thereto placed on the case of terminationServicer by the terms and provisions hereof; provided, only until however that any failure to perform such duties or responsibilities caused by the date specified in such termination notice orServicer's failure to provide information required by this Section 6.15 shall not be considered a default by the Backup ------------ Servicer hereunder. In addition, if the Backup Servicer shall have no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery liability relating to the Trustees representations and warranties of written notice of such resignation (or written confirmation of such notice) the Servicer contained in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselArticle IV. In the event of Backup Servicer's capacity as such successor, the Backup ---------- Servicer shall have the same limited liability herein granted to the Servicer’s termination hereunder. As compensation therefor, and except as otherwise provided herein, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Backup Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive all funds relating to the Total Servicing FeePledged Receivables which the Servicer would have been entitled to retain from or charge to the Agent's Account if the Servicer had continued to act hereunder. Notwithstanding the above, the Indenture Trustee Agent may, if the Backup Servicer shall be unwilling to so act, or shall, if it shall be legally the Backup Servicer is unable or unwilling to so to act, or if the Lender so requests in writing to the Agent, appoint itself, or petition a court of competent jurisdiction to appoint any established institution, servicing institution having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, and after the Agent notifies the Servicer to discontinue performing servicing functions under this Agreement, the Backup Servicer (or the Agent if there is no Backup Servicer) shall act in such capacity as hereinabove provided. Notwithstanding the foregoing, the Agent shall, if the Backup Servicer is unwilling or prohibited by law from making Advances regarding Delinquent Receivables or if there is no Backup Servicer, promptly appoint any established servicing institution having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder, which appointment shall become effective immediately upon approval thereof by the Lender, such approval not to be unreasonably withheld. In no event shall connection with such appointment and assumption, the Successor Servicer be liable Agent may make such arrangements for the acts or omissions compensation of such successor out of payments on Pledged Receivables as it and such successor shall agree; provided, however, that, except as provided herein, no such compensation shall be in excess of that permitted the Servicer hereunder, unless otherwise agreed to by the Lender. The Borrower, the Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any predecessor Servicersuch succession.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.056.24, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Termination Notice or otherwise specified by the Deal Agent, until receipt of such notice and, a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the case immediately preceding sentence in its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of resignationthe Servicer hereunder, until and all authority and power of the later of Servicer under this Agreement shall pass to and be vested in the Backup Servicer; provided, however, that the Successor Servicer shall not (i) be responsible or liable for any past actions or omissions of the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (outgoing Servicer or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor be obligated to make Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselAdvances. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unwilling or unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a successor servicer (the Backup Servicer or any such other successor, the "Successor Servicer"), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. If the Deal Agent within 60 days of receipt of a Termination Notice is unable to obtain any bids from Eligible Servicers and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Deal Agent shall offer the Borrower the right to accept retransfer of all the Assets and the Borrower may accept re-transfer of all the Assets, provided, however, that if the long-term unsecured debt obligations of the Borrower are not rated at the time of such purchase at least investment grade by each rating agency providing a rating in respect of such long-term unsecured debt obligations, no such re-transfer shall occur unless the Borrower shall deliver an Opinion of Counsel reasonably acceptable to the Deal Agent that such re-transfer would not constitute a fraudulent conveyance of the Borrower. The amount to be paid and deposited in respect of such re-transfer shall be equal to the sum of the Principal outstanding plus all Interest that has accrued thereon and that will accrue thereon. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction Jurisdiction to appoint any established institution, financial institution having a net worth of not less than U.S. $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Contracts as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05a Servicer Termination Notice, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt of such notice anda date mutually agreed upon by the Servicer, the Administrative Agent and the Backup Servicer. The Administrative Agent may, in its discretion, at the case of resignationtime described in the immediately preceding sentence, until appoint the later of (i) Backup Servicer as the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) Successor Servicer hereunder in accordance with the terms of this Agreement and (ii) the date upon Backup Servicing Agreement., in which case the predecessor Backup Servicer shall become unable assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to act as Servicer, as specified and be vested in the notice Backup Servicer as Successor Servicer. All actions taken by the Administrative 116 Agent pursuant to this Section shall be taken upon the request or approval of resignation and accompanying Opinion of Counselthe Required Lenders. (b) In the event of that there is no Backup Servicer at the time that the Servicer is terminated hereunder, or the Administrative Agent does not so appoint the Backup Servicer to succeed the Servicer as Successor Servicer hereunder, or the Backup Servicer is unable to assume such obligations on such date, the Administrative Agent shall as promptly as possible appoint a successor servicer (each such party so appointed or, as applicable, the Backup Servicer as successor to the Servicer’s termination hereunder, collectively, the Indenture Trustee shall appoint a "Successor Servicer"), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent. In (c) Upon the event that a Successor Servicer has not been appointed at termination and removal of the time when Servicer, the predecessor Servicer has ceased to act as Servicer in accordance shall cooperate with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer in effecting the termination of the rights and responsibilities of the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received, with respect to a Receivable, and the related accounts and records maintained by the Servicer. In the case that the Successor Servicer shall not agree to perform any duties or obligations of the Servicer hereunder, such duties or obligations may be performed or delegated by the Administrative Agent. (d) The Administrative Agent shall have the same rights of removal and termination for cause with respect to the Successor Servicer as with respect to DFC as the Servicer. (e) The Successor Servicer shall act as Servicer hereunder and shall, subject to the availability of sufficient funds in the Collection Account pursuant to Section 2.06 (up to the Servicing Fee), receive as compensation therefor the Servicing Fee pursuant to Section 2.06. (f) All reasonable out-of-pocket costs and expenses (including attorneys' fees and disbursements) incurred in connection with the transferring of Receivables to the Successor Servicer, converting the Servicer's data to the computer system of the Successor Servicer, and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable transition expenses (the "Transition Expenses"). In no event shall the Successor Servicer be liable responsible for any Transition Expenses. If the acts predecessor Servicer fails to pay the Transition Expenses, the Transition Expenses shall be payable pursuant to Section 2.06. (g) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer; provided, that any Successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor becomes the Successor Servicer or omissions any claim of a third party based on any alleged action or inaction of the predecessor Servicer.; (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer; (iii) no obligation to pay any Taxes required to be paid by the Servicer; (iv) no obligation to pay any of the fees and expenses 117

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05a Servicer Termination Notice, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Administrative Agent, until receipt of such notice anda date mutually agreed upon by the Servicer, the Administrative Agent and the Backup Servicer. The Administrative Agent may, in its discretion, at the case of resignationtime described in the immediately preceding sentence, until appoint the later of (i) Backup Servicer as the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) Successor Servicer hereunder in accordance with the terms of this Agreement and (ii) the date upon Backup Servicing Agreement., in which case the predecessor Backup Servicer shall become unable assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to act as Servicer, as specified and be vested in the notice Backup Servicer as Successor Servicer. All actions taken by the Administrative Agent pursuant to this Section shall be taken upon the request or approval of resignation and accompanying Opinion of Counselthe Required Lenders. (b) In the event of that there is no Backup Servicer at the time that the Servicer is terminated hereunder, or the Administrative Agent does not so appoint the Backup Servicer to succeed the Servicer as Successor Servicer hereunder, or the Backup Servicer is unable to assume such obligations on such date, the Administrative Agent shall as promptly as possible appoint a successor servicer (each such party so appointed or, as applicable, the Backup Servicer as successor to the Servicer’s termination hereunder, collectively, the Indenture Trustee shall appoint a "Successor Servicer"), and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesAdministrative Agent. In (c) Upon the event that a Successor Servicer has not been appointed at termination and removal of the time when Servicer, the predecessor Servicer has ceased to act as Servicer in accordance shall cooperate with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer in effecting the termination of the rights and responsibilities of the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling 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 shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the predecessor Servicer under this Agreement. In no event shall , including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be liable held by the predecessor Servicer for deposit, or shall thereafter be received, with respect to a Receivable, and the acts related accounts and records maintained by the Servicer. In the case that the Successor Servicer shall not agree to perform any duties or omissions obligations of any predecessor the Servicer hereunder, such duties or obligations may be performed or delegated by the Administrative Agent. (d) The Administrative Agent shall have the same rights of removal and termination for cause with respect to the Successor Servicer as with respect to DFC as the Servicer.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Servicer Termination Notice pursuant to Section 7.01 6.11 or the Servicer’s resignation pursuant to Section 6.0510.2, the predecessor Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice the Servicer Termination Notice or otherwise specified by the Deal Agent in writing or, if no such date is specified in a notice of terminationsuch Servicer Termination Notice or otherwise specified by the Deal Agent, until a date mutually agreed upon by the Servicer and the Deal Agent. The Deal Agent may at the time described in the immediately preceding sentence at the direction of the Required Investors, appoint the Backup Servicer by written notice as the Servicer hereunder, and the Backup Servicer shall on such date (which date shall be no less than 30 days after receipt of such notice and, written notice) assume all obligations of the Servicer hereunder (except as specifically set forth herein or in the case Backup Servicing Agreement), and all authority and power of resignation, until the later of (i) the date forty-five (45) days from the delivery Servicer under this shall pass to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified be vested in the notice of resignation and accompanying Opinion of CounselBackup Servicer. In the event of that the Deal Agent does not so appoint the Backup Servicer’s termination hereunder, there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee Deal Agent shall as promptly as possible appoint a successor servicer (the "Successor Servicer") who shall be acceptable to the Required Investors, and the such Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesDeal Agent. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action Deal Agent shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, financial institution having a net worth of not less than United States $50,000,000 and whose regular business shall include includes the servicing of automobile receivables (including light-duty trucks), Loans as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicerhereunder.

Appointment of Successor Servicer. (a) Upon On and after the Servicer’s receipt by the Servicer of notice of termination a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.058.01, the predecessor Servicer shall continue to perform its all ------------- servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice or, if no such date is the Termination Notice or otherwise specified in by the Indenture Trustee or until a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Successor Servicer has accepted its appointment hereunder as described below. The Issuer shall become unable to act as Servicerselect, as specified in promptly as possible after the notice giving of resignation a Termination Notice, and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint appoint, an Eligible Servicer as a successor servicer (the "Successor Servicer"), and the such Successor ------------------ Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in a form acceptable to the TrusteesIssuer. In the event that If a Successor Servicer has not been appointed or has not accepted its appointment at the time when specified in a Termination Notice for the predecessor Servicer has ceased to act as Servicer in accordance with this SectionServicer's resignation, the Indenture Trustee without further action automatically shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing FeeServicer. Notwithstanding the aboveforegoing, if, at any time following the Indenture Trustee's receipt of the Servicer's resignation as servicer, the Indenture Trustee shall, if it shall be is unwilling or legally unable or unwilling so to actact as servicer, appoint or it may 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 shall include the servicing of automobile receivables (including light-duty trucks), Eligible Servicer as the successor to Successor Servicer; provided, however that in the event that notwithstanding such petition, such court has not appointed any Eligible Servicer under this Agreement. In no event shall the as Successor Servicer be liable as of the date when the Servicer's resignation as servicer becomes effective, the Indenture Trustee shall act as Successor Servicer for the acts so long as it is legally able to do so or omissions of any predecessor until such court appoints an Eligible Servicer as Successor Servicer.