Common use of Consequences of a Master Servicer Termination Event Clause in Contracts

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, under this Agreement and the other Basic Documents to which it is a party. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, under this Agreement, whether with respect to the Notes, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor Master Servicer appointed by the Controlling Party pursuant to Section 10.3); provided, however, that the Successor Master Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, under this Agreement, including, without limitation, the transfer to the Successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodian, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor Master Servicer to service the Owner Trust Estate. If requested by the Controlling Party, the Successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor Master Servicer (in which event the Successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee and the Successor Master Servicer reasonable access to the terminated Master Servicer’s premises at the terminated Master Servicer’s expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuingoccur, the Indenture Trustee (to may, and at the extent direction of Noteholders evidencing not less than a Trust Officer majority of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction Outstanding Amount of the Controlling PartyClass or, if no Notes are Outstanding, the Holders of Certificates evidencing not less than a majority of the percentage interests in the Certificates, shall terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and by notice in writing to the other Basic Documents to which it is a partyMaster Servicer. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in, in and become obligations and responsibilities, responsibilities of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party pursuant to Section 10.3)Party; provided, however, that the Successor such successor Master Servicer shall have (i) no liability with respect to any obligation which that was required to be performed by the terminated Master Servicer prior to the date that the Successor such successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Trust Estate Receivables and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery with respect to the Successor Master Servicer Receivables and other records relating to the Receivables, including any portion of all Receivable Files being the Receivables File held by the terminated Master Servicer in its capacity as custodian, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner Trust Estate. If requested by the Controlling Party, the Successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor Master Servicer (in which event the Successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable)Receivables. The terminated Master Servicer shall grant also provide the Indenture Trustee and the Successor successor Master Servicer reasonable access to Master Servicer personnel and computer records in order to facilitate the terminated Master Servicer’s premises at the terminated Master Servicer’s expenseorderly and efficient transfer of servicing duties.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may may, with the consent of the Insurer (for so long as it is the Controlling Party), and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents to which it is a party. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party pursuant to Section 10.3); provided, however, that the Successor successor Master Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of (i) for so long as it is the Controlling Party, the Insurer, or (ii) for so long as the Insurer is not the Controlling Party, Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this Agreement, including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner Trust Estate. If requested by the Controlling Party, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee Trustee, the Insurer (for so long as it is the Controlling Party) and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s premises at the terminated Master Servicer’s expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents as they relate to a Series and a Series Trust Estate out of which it is a partysuch Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party Trustee pursuant to Section 10.3); providedPROVIDED, howeverHOWEVER, that the Successor successor Master Servicer shall have (i) have no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, Servicer and (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Series Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Account Estate and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner such Series Trust Estate. If requested by the Controlling PartyTrustee, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s 's premises at the terminated Master Servicer’s 's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents as they relate to the Trust Estate out of which it is a partysuch Master Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party Trustee pursuant to Section 10.3); providedPROVIDED, howeverHOWEVER, that the Successor successor Master Servicer shall have (i) have no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, Servicer and (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this AgreementAgreement as they relate to the Trust Estate with respect to which such termination has been effected , including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a the Collection Account or thereafter received with respect to the Receivables in the subject Trust Account Estate and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner Trust Estate. If requested by the Controlling PartyTrustee, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s 's premises at the terminated Master Servicer’s 's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof)) at the direction of the Trustee, by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents as they relate to a Series and a Series Trust Estate out of which it is a partysuch Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party Trustee pursuant to Section 10.3); provided, however, that the Successor successor Master Servicer shall have (i) have no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, Servicer and (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master Servicer, as attorney-in-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 of the Owner Series Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Account Estate and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner such Series Trust Estate. If requested by the Controlling PartyTrustee, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s 's premises at the terminated Master Servicer’s 's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents as they relate to a Series and a Series Trust Estate out of which it is a partysuch Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party Indenture Trustee pursuant to Section 10.3); provided, however, that the Successor successor Master Servicer shall have (i) have no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee The Chase Manhattan Bank ("Chase"), as Successor Master Servicer and any other Successor successor Master Servicer, are is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “"Predecessor Servicer Work Product”") without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer Chase shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “"Errors”") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer Chase making or continuing any Errors (collectively, “"Continued Errors”"), the Indenture Trustee or other Successor Master Servicer, as the case may be, Chase shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer Chase agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer Chase becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer Chase shall, with the prior consent of the Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, under this Agreement, including, without limitation, the transfer to the Successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodian, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor Master Servicer to service the Owner Trust Estate. If requested by the Controlling Party, the Successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor Master Servicer (in which event the Successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee and the Successor Master Servicer reasonable access to the terminated Master Servicer’s premises at the terminated Master Servicer’s expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may may, with the consent of the Insurer (for so long as it is the Controlling Party), and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents to which it is a party. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party pursuant to Section 10.3); providedPROVIDED, howeverHOWEVER, that the Successor successor Master Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “"Predecessor Servicer Work Product”") without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “"Errors”") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “"Continued Errors”"), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of (i) for so long as it is the Controlling Party, the Insurer, or (ii) for so long as the Insurer is not the Controlling Party, Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this Agreement, including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner Trust Estate. If requested by the Controlling Party, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee Trustee, the Insurer (for so long as it is the Controlling Party) and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s 's premises at the terminated Master Servicer’s 's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, shall at the written direction of the Controlling PartyAdministrative Agent, where one exists, or otherwise, the Managing Agents, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents to which it is a party. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor 50 successor Master Servicer appointed by the Controlling Party Indenture Trustee pursuant to Section 10.3); providedPROVIDED, howeverHOWEVER, that the Successor successor Master Servicer shall have (i) have no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the initial Indenture Trustee as Successor Master Servicer and any other Successor successor Master Servicer, are is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”"PREDECESSOR SERVICER WORK PRODUCT") without any audit or other examination thereof, and the such Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”"ERRORS") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the such Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”"CONTINUED ERRORS"), the such Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; providedPROVIDED, howeverHOWEVER, that the such Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the such Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of the Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this Agreement, including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner Trust Estate. If requested by the Controlling PartyIndenture Trustee, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s 's premises at the terminated Master Servicer’s 's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents as they relate to a Series and a Series Trust Estate out of which it is a partysuch Master Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party Indenture Trustee pursuant to Section 10.3); provided, however, that the Successor successor Master Servicer shall have (i) have no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee U.S. Bank National Association ("U.S. Bank"), as Successor Master Servicer and any other Successor successor Master Servicer, are is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “"Predecessor Servicer Work Product”") without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer U.S. Bank shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “"Errors”") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer U.S. Bank making or continuing any Errors (collectively, “"Continued Errors”"), the Indenture Trustee or other Successor Master Servicer, as the case may be, U.S. Bank shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer U.S. Bank agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer U.S. Bank becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer U.S. Bank shall, with the prior consent of the Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Series Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Account Estate and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner such Series Trust Estate. If requested by the Controlling PartyIndenture Trustee, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s Servicers premises at the terminated Master Servicer’s Servicers expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee Trust Collateral Agent (to the extent a Trust Officer of the Indenture Trustee Trust Collateral Agent has actual knowledge or has received written notice thereof)) and, in the event that an Insurer Default shall have occurred and be continuing, the Security Majority, by notice given in writing to the Rating Agencies Master Servicer (and to the Trust Collateral Agent if given by the Insurer or the Securityholders) or the Insurer, by written notice of the non-extension of the term of the Master Servicer as referred to in Section 4.14, may and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents to which it is a partyAgreement. On or after the receipt by the Master Servicer of such written noticenotice or upon termination of the term of the Master Servicer pursuant to Section 4.14, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, in and become obligations and responsibilities, responsibilities of the Indenture Trustee Trust Collateral Agent (or such other Successor successor Master Servicer appointed by the Controlling Party in its sole and absolute discretion pursuant to Section 10.310.3(b)); provided, however, that the Successor successor Master Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Trust Estate Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this Agreement, including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a Trust the Collection Account or thereafter received with respect to the Receivables and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer or a successor Master Servicer to service the Owner Trust EstateReceivables and the Other Conveyed Property. If requested by the Controlling Party, the Successor successor Master Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e)), as applicable)or to a lockbox established by the successor Master Servicer at the direction of the Controlling Party, at the terminated Master Servicer's expense. The terminated Master Servicer shall grant the Indenture Trustee Trust Collateral Agent, the successor Master Servicer and the Successor Master Servicer Controlling Party reasonable access to the terminated Master Servicer’s 's premises at the terminated Master Servicer’s 's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee Trust Collateral Agent or the Trustee, as the case may be, (to the extent a Trust Officer of the Indenture Trustee Trust Collateral Agent or the Trustee, as the case may be, has actual knowledge or has received written notice thereof)) at the direction of the Trustee, by notice given in writing to the Rating Agencies and the Master Servicer (and to the Trust Collateral Agent if given by the Trustee) may and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents as they relate to a Series and a Series Trust Estate out of which it is a partysuch Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party Trustee pursuant to Section 10.3); provided, however, that the Successor successor Master Servicer shall have (i) have no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, Servicer and (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Series Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Account Estate and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner such Series Trust Estate. If requested by the Controlling PartyTrustee, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trust Collateral Agent, the Trustee and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s 's premises at the terminated Master Servicer’s 's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, under this Agreement and the other Basic Documents to which it is a party. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, under this Agreement, whether with respect to the Notes, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party pursuant to Section 10.3); provided, however, that the Successor successor Master Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, under this Agreement, including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodian, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner Trust Estate. If requested by the Controlling Party, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s premises at the terminated Master Servicer’s expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuingoccur, the Indenture Trustee (to may, and at the extent direction of Noteholders evidencing [not less than a Trust Officer majority] of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction Outstanding Amount of the Controlling PartyClass or, if no Notes are Outstanding, Certificateholders of Certificates evidencing [not less than a majority] of the Outstanding Amount of the Certificates, shall terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and by notice in writing to the other Basic Documents to which it is a partyMaster Servicer. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in, in and become obligations and responsibilities, responsibilities of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party pursuant to Section 10.3)Party; provided, however, that the Successor such successor Master Servicer shall have (i) no liability with respect to any obligation which that was required to be performed by the terminated Master Servicer prior to the date that the Successor such successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Trust Estate Receivables and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery with respect to the Successor Master Servicer Receivables and other records relating to the Receivables, including any portion of all Receivable Files being the Receivables File held by the terminated Master Servicer in its capacity as custodian, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner Trust Estate. If requested by the Controlling Party, the Successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor Master Servicer (in which event the Successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable)Receivables. The terminated Master Servicer shall grant also provide the Indenture Trustee and the Successor successor Master Servicer reasonable access to Master Servicer personnel and computer records in order to facilitate the terminated Master Servicer’s premises at the terminated Master Servicer’s expenseorderly and efficient transfer of servicing duties.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents as they relate to a Series and a Series Trust Estate out of which it is a partysuch Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party Indenture Trustee pursuant to Section 10.3); provided, however, that the Successor successor Master Servicer shall have (i) have no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, Servicer and (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “Continued Errors”), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master Servicer, as attorney-in-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 of the Owner Series Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Account Estate and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner such Series Trust Estate. If requested by the Controlling PartyIndenture Trustee, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s 's premises at the terminated Master Servicer’s 's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents as they relate to a Series and a Series Trust Estate out of which it is a partysuch Master Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party Indenture Trustee pursuant to Section 10.3); providedPROVIDED, howeverHOWEVER, that the Successor successor Master Servicer shall have (i) have no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee U.S. Bank National Association ("U.S. BANK"), as Successor Master Servicer and any other Successor successor Master Servicer, are is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”"PREDECESSOR SERVICER WORK PRODUCT") without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer U.S. Bank shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”"ERRORS") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer U.S. Bank making or continuing any Errors (collectively, “Continued Errors”"CONTINUED ERRORS"), the Indenture Trustee or other Successor Master Servicer, as the case may be, U.S. Bank shall have no duty, responsibility, obligation or liability for such Continued Errors; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee or other Successor Master Servicer U.S. Bank agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer U.S. Bank becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer U.S. Bank shall, with the prior consent of the Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Series Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Account Estate and the delivery to the Successor successor Master Servicer of all 52 Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner such Series Trust Estate. If requested by the Controlling PartyIndenture Trustee, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s 's premises at the terminated Master Servicer’s 's expense.

Consequences of a Master Servicer Termination Event. If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may may[, with the consent of the Insurer (for so long as it is the Controlling Party),] and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents to which it is a party. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master 52 Servicer appointed by the Controlling Party pursuant to Section 10.3); providedPROVIDED, howeverHOWEVER, that the Successor successor Master Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee as Successor successor Master Servicer and any other Successor Master Servicer, are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “"Predecessor Servicer Work Product”") without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “"Errors”") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer making or continuing any Errors (collectively, “"Continued Errors”"), the Indenture Trustee or other Successor Master Servicer, as the case may be, shall have no duty, responsibility, obligation or liability for such Continued Errors; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee or other Successor Master Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer shall, with the prior consent of (i) for so long as it is the Controlling Party, the Insurer, or (ii) for so long as the Insurer is not the Controlling Party, Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master 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 of the Owner Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this Agreement, including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a Trust Account and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner Trust Estate. If requested by the Controlling Party, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee Trustee[, the Insurer (for so long as it is the Controlling Party)] and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s 's premises at the terminated Master Servicer’s 's expense.

Consequences of a Master Servicer Termination Event. . If a Master Servicer Termination Event shall occur and be continuing, the Indenture Trustee (to the extent a Trust Officer of the Indenture Trustee has actual knowledge or has received written notice thereof), by notice given in writing to the Rating Agencies and the Master Servicer may and shall, at the written direction of the Controlling Party, terminate all of the rights and obligations of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement and the other Basic Documents as they relate to a Series and a Series Trust Estate out of which it is a partysuch Servicer Termination Event arose. On or after the receipt by the Master Servicer of such written notice, all authority, power, obligations and responsibilities of the Master Servicer, including in its capacity as custodian, Servicer under this Agreement, whether with respect to the Notes, the Receivables Notes or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in, and become obligations and responsibilities, of the Indenture Trustee (or such other Successor successor Master Servicer appointed by the Controlling Party Indenture Trustee pursuant to Section 10.3); provided, however, that the Successor successor Master Servicer shall have (i) have no liability with respect to any obligation which was required to be performed by the terminated Master Servicer prior to the date that the Successor successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the terminated Master Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Master Servicer, (iii) no obligation to pay any of the fees and expenses of any other party involved in this transaction not expressly assumed by the Master Servicer and (iv) no liability or obligation with respect to any Master Servicer indemnification obligations of any prior master servicer including the original master servicer. Notwithstanding anything contained in this Agreement to the contrary, the Indenture Trustee Norwest Bank Minnesota, National Association ("Norwest"), as Successor Master Servicer and any other Successor successor Master Servicer, are is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Master Servicer relating to the Receivables (collectively, the “"Predecessor Servicer Work Product”") without any audit or other examination thereof, and the Indenture Trustee or other Successor Master Servicer Norwest shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Master Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “"Errors”") exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Indenture Trustee or other Successor Master Servicer Norwest making or continuing any Errors (collectively, “"Continued Errors”"), the Indenture Trustee or other Successor Master Servicer, as the case may be, Norwest shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Indenture Trustee or other Successor Master Servicer Norwest agrees to use its best efforts to prevent further Continued Errors. In the event that the Indenture Trustee or other Successor Master Servicer Norwest becomes aware of Errors or Continued Errors, such Indenture Trustee or other Successor Master Servicer Norwest shall, with the prior consent of the Noteholders representing 66-2/3% of the outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Successor successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Master Servicer, as attorney-in-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 of the Owner Series Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Master Servicer agrees to cooperate with the Successor successor Master Servicer in effecting the termination of the responsibilities and rights of the terminated Master Servicer, including in its capacity as custodian, Servicer under this AgreementAgreement as they relate to the Series Trust Estate with respect to which such termination has been effected , including, without limitation, the transfer to the Successor successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer for deposit, or have been deposited by the terminated Master Servicer, in a the Master Collection Account or thereafter received with respect to the Receivables in the subject Series Trust Account Estate and the delivery to the Successor successor Master Servicer of all Receivable Files being held by the terminated Master Servicer in its capacity as custodianFiles, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Successor successor Master Servicer to service the Owner such Series Trust Estate. If requested by the Controlling PartyIndenture Trustee, the Successor successor Master Servicer shall direct the Obligors to make all payments under the Receivables directly to the Successor successor Master Servicer (in which event the Successor successor Master Servicer shall process such payments in accordance with Section 4.2(d) or 4.2(e), as applicable). The terminated Master Servicer shall grant the Indenture Trustee and the Successor successor Master Servicer reasonable access to the terminated Master Servicer’s 's premises at the terminated Master Servicer’s 's expense.