Common use of Successor Servicer Clause in Contracts

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding sectionSection 19.10, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer toSubservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Backup Servicer. Within five (5) Business Days of the appointment of a Backup Servicer to act as successor Servicer servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Administrative Agent and the successor Backup Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to CustomersMortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that which shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Backup Servicer all Purchased Loan Documents for Purchased Loans documents and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer toSubservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to CustomersMortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that which shall at the time be held or received by the Seller or any Subservicer. The the Seller shall deliver immediately to the successor Servicer all Purchased Loan Documents for Purchased Loans documents and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to CustomersMortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that which shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Purchased Loan Documents for Purchased Loans documents and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. Promptly after any termination of the Servicer’s rights and powers pursuant to Section 6.1 of the Sale and Servicing Agreements, the Issuer will notify the Indenture Trustee. If no Back-up Servicing Agreement is in effect at the Backup time of a termination or resignation of the Servicer or any other Person is under the Sale and Servicing Agreements, the Indenture Trustee will as promptly as practicable appoint an Eligible Servicer as Successor Servicer in accordance with Section 6.2 of the Sale and Servicing Agreements, and such Successor Servicer will accept its appointment by executing an assumption agreement in a form acceptable to the Indenture Trustee. If a Successor Servicer has not been appointed by and accepted its appointment at the Agent time when the Servicer ceases to act as a successor servicer Servicer, the Indenture Trustee without further action will automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 6.2(a) of the Purchased Loans pursuant Sale and Servicing Agreements. At any time following the appointment of the Indenture Trustee as Successor Servicer, the Indenture Trustee may, and upon the request and at the expense of the Servicer will, petition a court of competent jurisdiction to appoint any Person that is an Eligible Servicer as the Successor Servicer under the Sale and Servicing Agreements. The Indenture Trustee will give prompt notice to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days Issuer of the appointment of a successor Successor Servicer, who will promptly notify the Rating Agencies. Notwithstanding anything to the contrary in this Indenture or the Sale and Servicing Agreements, in no event will the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of any Servicing Fee paid under the Sale and Servicing Agreements and the amount necessary to induce any Person to act as Successor Servicer of under the Purchased LoansSale and Servicing Agreements and the transactions contemplated by the Sale and Servicing Agreements. Upon its appointment, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such Successor Servicer will be the successor Servicer any and in all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing respects to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor predecessor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to servicing functions under the Purchased Loans that shall at Sale and Servicing Agreements and will, subject to Section 3.3(e) of the time Sale and Servicing Agreements, be held or received subject to all the responsibilities, duties and liabilities placed on the Servicer by the Seller Sale and Servicing Agreements, and all references in this Indenture or any Subservicer. The Seller shall deliver immediately Indenture Supplement to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and will be deemed to refer to the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased LoansSuccessor Servicer.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Agent Buyer to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent Buyer and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to CustomersMortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Purchased Loan Documents for Purchased Loans documents and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to CustomersMortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Purchased Loan Documents for Purchased Loans documents and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to CustomersMortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Purchased Loan Documents for Purchased Loans documents and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans. Section 20.

Successor Servicer. If In furtherance and not in limitation of the Backup Servicer rights of the Collateral Agent set forth in this Section 13, the Collateral Agent may, with respect to Servicing Rights Collateral, in addition to any other rights it may have, do one or more of the following, subject to the terms of any relevant Servicing Contract and any acknowledgement agreement between the Collateral Agent and any party to a Servicing Contract: (i) succeed the Pledgor as servicer of any or all of the Mortgage Loans covered thereby as absolute assignee thereof and not merely as security; (ii) appoint a third party as successor servicer of any or all of the Mortgage Loans covered thereby; (iii) sell to a third party or itself or otherwise transfer the Pledgor's right, title, interest and obligations thereunder, including the right to hold the escrow deposits; or (iv) require the Pledgor, notwithstanding any action taken by the Collateral Agent under clause (iii), to remain as servicer of any or all of the Mortgage Loans covered thereby. The Collateral Agent's rights under clauses (i), (ii) and (iii) of this Section 13(b) shall respectively include, to the extent permitted under the applicable Servicing Contract, the applicable Guidelines and any acknowledgement agreement between the Collateral Agent and any party to a Servicing Contract, the right to succeed the Pledgor as servicer, appoint a successor servicer or transfer any or all Servicing Contracts in the event that the Pledgor, or any other Person is appointed by successor to the Pledgor in bankruptcy or similar proceedings, rejects any such Servicing Contracts. As successor servicer under clause (i), the Collateral Agent to act shall notify all interested Persons thereof and take such further action as it shall deem necessary or appropriate. Upon the Collateral Agent (x) succeeding the Pledgor as servicer under clause (i), (y) appointing a third party as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes Loans covered by any Servicing Contracts under clause (ii), or (z) transferring any of the Pledgor's rights, title, interest and obligations under clause (iii), the Pledgor shall have no further rights under or with respect to the Servicing Contracts (or to such rights, title, interest or obligations in the case of a transfer under clause (iii)), to any other documents pertaining thereto or to the related documentsescrow deposits. Upon the exercise by the Collateral Agent of any option hereunder, and the preparation and recordation of assignments of Mortgage. The Seller Pledgor shall (i) upon request of the Collateral Agent, deliver to the Collateral Agent all escrow deposits and shall cause each Subservicer toother deposits in its possession or under its control and (ii) cooperate with the Collateral Agent and the successor Servicer in every respect in effecting such succession. In the transfer event that the Collateral Agent or any appointee of servicing responsibilities to the Backup Servicer, including execution and delivery Collateral Agent succeeds the Pledgor as successor servicer of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companiesany or all of the Mortgage Loans covered by any Servicing Contracts, the transfer Collateral Agent or the appointee, as the case may be, shall only assume those obligations which a successor servicer of such Mortgage Loans is obligated to assume; provided that neither the Backup Servicer Collateral Agent nor its appointee shall be liable for any failure of the Pledgor to perform its obligations relating to any Servicing Contracts or successor Servicer for administration any other breach thereof. Nothing contained in this Section 13 shall be construed as an assumption by it the Collateral Agent, the Agent, any other Principal or any of all Income their respective appointees of any liability of the Pledgor with respect to any of the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder Collateral, and the Seller Pledgor shall account be and remain responsible, on a joint and several basis, for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loansliabilities.

Successor Servicer. If Upon the Backup Servicer or any other Person is appointed by the Agent to act as a successor servicer Servicer's receipt of the Purchased Loans notice of termination pursuant to the preceding sectionSection 8.1 or resignation pursuant to Section 7.5, the Seller (Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice be subject to all the rights or financial condition responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established financial institution (x) having a net worth of not less than $100,000,000 as of the last day of the most recent fiscal quarter for such institution and (y) whose regular business shall include the servicing of automobile receivables, as successor Servicer. Within five (5) Business Days of Servicer under this Agreement; provided, that the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to any such successor Servicer is required to satisfy the Rating Agency Condition. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Unless the Indenture Trustee shall be prohibited by law from so acting, the Indenture Trustee shall not be relieved of its duties as successor Servicer under this Section 8.2 until the newly appointed successor Servicer shall have assumed the responsibilities and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement obligations of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loansunder this Agreement.

Successor Servicer. In each case of either the appointment of the Indenture Trustee (or any Affiliate as provided below) as Successor Servicer, or resignation of the Indenture Trustee as Servicer, the Indenture Trustee shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Servicer or the resignation of the Servicer. Any Successor Servicer other than the Indenture Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sales contracts and installment loans, (ii) enter into a servicing agreement with the Issuer and the Depositor having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer and (iii) shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new Servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree with, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 7.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Backup Servicer or any other Person is appointed by Indenture Trustee shall succeed to the Agent to act as a successor servicer duties of the Purchased Loans pursuant to the preceding sectionServicer as provided herein, the Seller (it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, except as otherwise provided in the proviso to Section 6.01(a), the provisions of Article Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer hereunder) shall, and the servicing of the Receivables. In case the Indenture Trustee shall cause each Subservicer to, subject become successor to such Subservicer’s rights the Servicer under any applicable the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates or agents; provided that the Indenture Trustee, in its capacity as Servicer, shall be fully liable for the actions and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge omissions of such transfer Affiliate or agent in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing until fee or for any differential in the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition amount of the successor Servicer. Within five (5) Business Days of servicing fee paid under the appointment of a successor Servicer of the Purchased Loans, the Seller shall, Sale and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, Agreement and the preparation amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased LoansServicing Agreement.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to CustomersMortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Purchased Loan Documents for Purchased Loans documents and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.by

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans. Section 20.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to CustomersMortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Purchased Loan Documents for Purchased Loans documents and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If The Indenture Trustee may resign as the Backup Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee or any other Person is appointed by Affiliate thereof) shall (i) be an established institution having a net worth of not less than $100,000,000 and whose regular business shall include the Agent servicing of automotive receivables and whose appointment as Successor Servicer satisfies the Rating Agency Condition and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 7.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). Notwithstanding anything herein or in the Sale and Servicing Agreement to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as a successor Successor Servicer under the Basic Documents and the transactions set forth or provided for therein. If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Purchased Loans pursuant to the preceding sectionReceivables as provided herein, the Seller (it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer hereunder) shall, and the servicing of the Receivables. In case the Indenture Trustee shall cause each Subservicer to, subject become successor to such Subservicer’s rights the Servicer under any applicable the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge omissions of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place Affiliate in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor capacity as Successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If On and after the Backup Servicer or any other Person is appointed receipt by the Agent Servicer of a notice designating a new Servicer pursuant to act as Section 2.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in such notice or otherwise specified by the Trustee (pursuant to the written direction of the Required Noteholders) in writing. The Trustee, upon the written direction of the Required Noteholders in their sole discretion at the time described in the immediately preceding sentence, shall appoint a successor servicer as the Servicer hereunder, and such successor Servicer shall on such date assume all obligations of the Purchased Loans pursuant Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to and be vested in such successor Servicer; provided, however, that any successor Servicer which is not an Affiliate of Cofina Financial, LLC shall not (i) be responsible or liable for any past actions or omissions of any prior Servicer or (ii) be obligated to service in accordance with the Credit Manual but shall instead be obligated to service in accordance with a market and prudent standard. Upon its appointment as successor to the preceding sectionServicer, the Seller (successor Servicer shall be the successor in its capacity as all respects to the Servicer hereunder) shall, and shall cause each Subservicer to, subject with respect to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise functions under this Agreement, shall assume all servicing duties hereunder and shall take no action whatsoever that might impair or prejudice be subject to all the rights or financial condition of responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to such successor Servicer. Within five (5) Business Days All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the appointment of a Servicer under this Agreement and shall pass to and be vested in the successor Servicer of the Purchased Loansand, the Seller shallwithout limitation, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, place in such successor’s possession all Servicing Records, and to do or cause to be done and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees at its expense to cooperate with the successor Servicer and to take all actions required to effectuate the termination of the responsibilities and rights of the Servicer to conduct servicing on the Collateral and to take all such action and provide all such information required to effectuate the prompt transitioning of the Servicer to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If Upon the Backup occurrence of any Servicer Event of Default, the Termination Date, or any other Person is Event of Default, the Collateral Agent may shall (i) if so directed by the Administrative Agent, designate a new Servicer for purposes of liquidating the facility and give notice to Servicer that a new Servicer has been designated for such purposes or (ii) if so directed by the Administrative Agent, give notice to Servicer that no new Servicer has been appointed by the Collateral Agent to act as a successor servicer and that the Collateral Agent will assume all of the Purchased Loans rights and responsibilities of the Servicer hereunder for purposes of liquidating the facility. Upon receipt by Servicer of such any notice in accordance with clause (i) or (ii) above, it shall terminate its activities as Servicer hereunder in a manner that the Collateral Agent believes will facilitate the transition of the performance of such activities to a new Servicer or the Collateral Agent, as the case may be. Any new Servicer must agree in writing to perform the duties and obligations of the "Servicer" pursuant to the preceding section, terms hereof. The Collateral Agent shall provide each Rating Agency with notice of any change in the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor The Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver hereby agrees to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Collateral Agent and any successor to the successor Servicer appointed in accordance herewith in effecting the termination and transfer of servicing the responsibilities and rights of the Servicer hereunder to the Backup Collateral Agent or any successor to the Servicer, including execution and delivery of servicing transfer notices to Customersincluding, MERS (if applicable), taxing authorities and insurance companieswithout limitation, the transfer to the Backup Servicer Collateral Agent or to the successor Servicer to the Servicer, as applicable, for administration by it of all Income with respect to the Purchased Loans that Cash which shall at the time be held or received by the Seller Servicer or thereafter received with respect to the Assets Pool. In addition, upon the appointment of any successor Servicer or the assumption by the Collateral Agent of the Servicer's rights and responsibilities hereunder, the Servicer shall obtain and/or assign to the Collateral Agent or such successor any license or approval required for the use of any program used by the Servicer in the servicing of the Assets Pool. The Servicer hereby designates the Collateral Agent or any Subservicer. The Seller shall deliver immediately successor to the successor Servicer all Loan Documents for Purchased Loans as its agent and attorney-in-fact to execute transfers of financing statements and any other related documents and statements held by it filings or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver instruments which may be necessary or advisable to effect such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities transfer of the Seller as servicer of the Purchased LoansServicer's responsibilities and rights hereunder.

Successor Servicer. If Upon the Backup occurrence of either of the events described in clauses (i) and (ii) of the immediately-preceding sentence, the Agent shall have the option to appoint CIT Group/Sales as Successor Servicer or any other Person is appointed hereunder, and CIT Group/Sales agrees to accept such appointment if so made by the Agent to act as a successor servicer Agent. If either of the Purchased Loans pursuant to events described in clauses (i) and (ii) of the second immediately-preceding sectionsentence shall occur and the Agent shall not exercise its option described in the immediately-preceding sentence, then, provided that, at such time (x) CIT Group/Sales shall not be in default of its obligations and duties contained herein, (y) no Limited Servicer Termination Event shall have occurred and (z) CIT Group/Sales shall be an Eligible Sub-Servicer, the Seller Agent shall be required to negotiate with CIT Group/Sales, on an exclusive basis, for a period of 10 days in an effort to reach an agreement whereby CIT Group/Sales shall become the Successor Servicer hereunder. If CIT Group/Sales shall become the Successor Servicer hereunder, then (A) CIT Group/Sales shall perform, and be responsible for, all covenants, obligations, duties, liabilities, representations and warranties of Servicer hereunder and (B) there shall no longer be a Sub-Servicer under this Agreement and, in such case, all covenants, obligations, duties, liabilities, representations and warranties which were theretofore covenants, obligations, duties, liabilities, representations and warranties of the Sub-Servicer hereunder shall become covenants, obligations, duties, liabilities, representations and warranties of CIT Group/Sales, in its capacity as Successor Servicer hereunder) shall, and shall cause each Subservicer toall rights, subject to such Subservicer’s rights under any applicable Servicing Agreementbenefits and privileges which were theretofore rights, benefits and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition privileges of the successor Servicer. Within five (5) Business Days of the appointment of a successor Sub-Servicer of the Purchased Loans, the Seller shall, and hereunder shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such become rights, powersbenefits and privileges of CIT Group/Sales, duties, responsibilities, obligations and liabilities of the Seller in its capacity as servicer of the Purchased LoansSuccessor Servicer hereunder.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent and Syndication Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer toSubservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Backup Servicer. Within five (5) Business Days of the appointment of a Backup Servicer to act as successor Servicer servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Administrative Agent and the successor Backup Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to CustomersMortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that which shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Backup Servicer all Purchased Loan Documents for Purchased Loans documents and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If (a) After receipt by SPS of a Servicer Termination Notice, and on the Backup date that a Successor Servicer or any other Person is shall have been appointed by the Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding sectionSection 6.4, all authority and power of SPS as Servicer under this Agreement shall pass to and be vested in a Successor Servicer; and, without limitation, the Seller Agent is hereby authorized and empowered (in its capacity as Servicer hereunderupon the failure of SPS to cooperate) shall, and shall cause each Subservicer to, subject until termination of this Agreement pursuant to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated Section 4.8 to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and deliver, on behalf of SPS as attorney-in-fact or otherwise, all documents and other instruments upon the failure of SPS to execute or deliver such documents or instruments, place in such successor’s possession all Servicing Records, and to do or cause to be done and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. (b) SPS agrees to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and such Successor Servicer in effecting the termination of the responsibilities and rights of SPS to conduct servicing hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of SPS to service the Receivables (and the Purchased Interest therein) provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by SPS for deposit, or which shall thereafter be received with respect to the Receivables. (c) SPS shall promptly transfer its electronic records (i.e. its computer tapes and disks on which data relating to the Receivables is stored but, subject to this subsection (c), excluding computer hardware and proprietary or licensed software) relating to the Receivables (and the Purchased Interest therein) to the successor Servicer in effecting such electronic form as the transfer of servicing responsibilities to the Backup Servicer, including execution Successor Servicer may reasonably request and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the shall promptly transfer to the Backup Successor Servicer or successor all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer for administration by it of all Income shall reasonably request. To the extent that compliance with respect this Section shall require SPS to disclose to the Purchased Loans that Successor Servicer information of any kind which SPS reasonably deems to be confidential, the Successor Servicer shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully enter into such customary licensing and definitively vest in confidentiality agreements as SPS shall deem necessary to protect its interest. In addition, the successor Servicer all such rightsshall use reasonable efforts to arrange, powers, duties, responsibilities, obligations and liabilities to the satisfaction of the Seller Agent, such amendments to licenses of computer software as servicer are necessary or desirable to permit the Agent to effect such transfer of the Purchased Loansservicing.

Successor Servicer. If The Indenture Trustee may resign as the Backup Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established institution having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of automotive receivables and whose appointment as Successor Servicer satisfies the Rating Agency Condition and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any other Person is appointed by such appointment, the Agent Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 7.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). Notwithstanding anything herein or in the Sale and Servicing Agreement to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as a successor Successor Servicer under the Basic Documents and the transactions set forth or provided for therein. If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Purchased Loans pursuant to the preceding sectionReceivables as provided herein, the Seller (it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer hereunder) shall, and the servicing of the Receivables. In case the Indenture Trustee shall cause each Subservicer to, subject become successor to such Subservicer’s rights the Servicer under any applicable the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge omissions of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place Affiliate in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor capacity as Successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer toSubservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to CustomersMortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that which shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Purchased Loan Documents for Purchased Loans documents and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If Notwithstanding the Backup Servicer's assumption of, and its agreement to perform and observe, all duties, responsibilities and obligations of the Seller as Servicer, or any successor Servicer, under this Agreement arising on and after the Assumption Date, the Backup Servicer shall not be deemed to have assumed or to become liable for, or otherwise have any other Person is appointed by the Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under liability for any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and or liabilities of (i) the Seller or any other Servicer arising on or before the Assumption Date, whether provided for by the terms of this Agreement, arising by operation of law or otherwise, including, without limitation, any liability for any duties, responsibilities, obligations or liabilities of the Seller as servicer or any other Servicer arising on or before the Assumption Date under SECTION 4.7 or 9.2 of this Agreement, regardless of when the liability, duty, responsibility or obligation of the Purchased LoansSeller or any other Servicer therefor arose, whether provided by the terms of this Agreement, arising by operation of law or otherwise, or (ii) under SECTION 9.2(a)(ii), (iv) or (v). Notwithstanding the above, if the Backup Servicer shall be legally unable or unwilling to act as Servicer, the Backup Servicer, the Trustee or the Noteholder may petition a court of competent jurisdiction to appoint any Eligible Servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Backup Servicer shall act as successor Servicer unless it is legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Subject to SECTION 9.6, no provision of this Agreement shall be construed as relieving the Backup Servicer of its obligation to succeed as successor Servicer upon the termination of the Servicer pursuant to SECTION 10.2 or the resignation of the Servicer pursuant to SECTION 9.6. If upon the termination of the Servicer pursuant to SECTION 10.2 or the resignation of the Servicer pursuant to SECTION 9.6, the Noteholder appoints a successor Servicer other than the Backup Servicer, the Backup Servicer shall not be relieved of its duties as Backup Servicer hereunder.

Successor Servicer. If The Servicer agrees to co-operate in the Backup transfer of all records, software and any and all other documents in both written and computer readable form to any successor Servicer. EXHIBIT V TERMINATION EVENTS Each of the following shall be a "Termination Event": (a) the Seller or the Servicer (if Smurfit-MBI) shall fail to make any payment or deposit to be made by it under the Agreement when due and such failure shall continue for three Business Days; or (b) any representation or warranty made or deemed made by the Seller or the Servicer (or any other Person is appointed of their respective officers) under or in connection with the Agreement or any written information or report delivered by the Agent to act as a successor servicer of Seller or the Purchased Loans Servicer pursuant to the preceding sectionAgreement or the other Transaction Documents shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered and such breach of representation or warranty, the Seller (in its capacity as Servicer hereunder) shallif capable of being rectified, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) not rectified within six Business Days of the date the Seller or the Servicer first becomes aware of such breach; or (c) the Seller or the Servicer (if Smurfit-MBI) shall fail to perform or observe any material term, covenant or agreement contained in the Agreement or any other Transaction Document on its part to be performed or observed (other than as specified in CLAUSE (a) above) and any such failure shall remain unremedied for 10 days after the Seller becomes aware of such failure (or, with respect to a failure to deliver any Portfolio Report pursuant to the Agreement, such failure shall remain unremedied for five days after such Portfolio Report was due); or (d) the Seller shall fail to pay any principal of or premium or interest on any of its Debt which is outstanding in a principal amount of at least $10,000,000 (or the United States dollar equivalent thereof) in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement, mortgage, indenture or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (e) the Agreement or any purchase pursuant to the Agreement shall for any reason (other than pursuant to the terms hereof) cease to create, or the Purchased Interest shall for any reason cease to be, a valid and enforceable perfected ownership interest to the extent of the Purchased Interest in each Purchased Receivable and the Related Security and Collections and other proceeds with respect thereto, free and clear of any Adverse Claim (other than any Adverse Claims created or granted by the Issuer); or (f) either the Seller or the Parent shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding or notice of intention to file a proceeding or proposal shall be instituted by or against either the Seller or the Parent seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a successor Servicer receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or either the Seller or the Parent shall take any corporate action to authorise any of the actions set forth above in this PARAGRAPH (f); or (g) the aggregate Outstanding Balance of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that Receivables shall at the any time be held less than the Required Amount or received by the Seller Net Receivables Pool Balance shall at any time be less than the Required Amount, in either case for a period of six consecutive Business Days or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.more; or

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Agent to act as a successor servicer of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.. MASTER REPURCHASE AGREEMENT – Page 88 13312-786/M/I Financial Warehouse Facility

Successor Servicer. If (a) After receipt by the Backup Servicer of a Servicer Termination Notice, or any other Person is after resignation of a Servicer pursuant to Section 2.09, and on the date that a Successor Servicer shall have been appointed by the Collateral Agent pursuant to act as a successor servicer Section 2.13, all authority and power of the Purchased Loans pursuant to the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, Agreement shall pass to and shall take no action whatsoever that might impair or prejudice be vested in a Successor Servicer; and the rights or financial condition Collateral Agent is hereby authorized and empowered (upon the failure of the successor Servicer. Within five (5Servicer to cooperate) Business Days to execute and deliver, on behalf of the appointment of a successor Servicer of the Purchased Loansas attorney-in-fact or otherwise, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, place in such successor’s possession all Servicing Records, and to do or cause to be done and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. (b) The Servicer agrees to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Collateral Agent and the successor such Successor Servicer in effecting the transfer termination of the responsibilities and rights of the Servicer to conduct servicing responsibilities to the Backup Servicerhereunder, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to such Successor Servicer of all authority of the Backup Servicer or successor to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for administration by it of all Income deposit, or which shall thereafter be received with respect to the Purchased Loans that Receivables. (c) The Servicer shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately promptly transfer its electronic records relating to the successor Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all Loan Documents other records, correspondence and documents necessary for Purchased Loans the continued servicing of the Receivables in the manner and other related documents and statements held by it at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer or any Subservicer hereunder and Company reasonably deems to be confidential, the Seller Successor Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully enter into such customary licensing and definitively vest confidentiality agreements as the Servicer or Company shall deem necessary to protect its interest. All costs and expenses incurred in connection with a transfer of servicing shall be borne by the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities outgoing Servicer. Each of the Seller Sellers and the Company shall, upon request, at all times provide such information and assistance to the Servicer as servicer of shall be required for the Purchased LoansServicer to perform its obligations hereunder.

Successor Servicer. If The Servicer shall cooperate with the Backup Indenture Trustee and any Successor Servicer or any other Person is appointed by in effecting (1) the Agent to act as a successor servicer termination of the Purchased Loans pursuant to Servicer’s responsibilities and rights hereunder including, without limitation, notifying Mortgagors of the preceding sectionassignment of the servicing functions, the Seller (in its capacity as Servicer hereunder) shallif required, and shall cause each Subservicer toproviding the Indenture Trustee and Successor’ Servicer, subject to such Subservicer’s rights under any applicable Servicing Agreementas applicable, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and records in electronic or other instruments, place in such successorform reasonably requested by it to enable it to perform the Servicer’s possession all Servicing Records, functions hereunder and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to2) cooperate with the Agent and the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Customers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer Indenture Trustee or successor Servicer for administration by it such Successor Servicer, as applicable, of all Income with respect to the Purchased Loans that amounts which shall at the time be held or should have been deposited by the Servicer in the Collection Account and any other account or fund maintained with respect to the Class A Notes or thereafter received with respect to the Mortgage Loans. Neither the Indenture Trustee nor any other Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused solely by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the Servicer to cooperate as required by this Indenture, (iii) the failure of the Servicer to deliver the Mortgage Loan data to the Indenture Trustee as required by this Indenture or (iv) restrictions imposed by any regulatory authority having jurisdiction over the Servicer; provided that the Successor Servicer uses its commercially reasonable best efforts (1) to have the predecessor Servicer deliver all items and perform all obligations it is required to deliver and perform and (2) to perform the servicing in light of the information and documents that have been delivered; provided further that the Indenture Trustee or any other Successor Servicer shall institute and prosecute legal actions against the predecessor Servicer as and if directed by the Insurer, at the Insurer’s expense. The Successor Servicer will not be responsible for delays attributable solely to the Servicer’s failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Successor Servicer; provided that the Successor Servicer uses its commercially reasonable best efforts (1) to have the predecessor Servicer deliver all items and perform all obligations it is required to deliver and perform and (2) to perform the servicing in light of the information and documents that have been delivered. The Successor Servicer will make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to the Successor Servicer, all necessary servicing files and records, including (as deemed necessary by the Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Mortgage Loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the Successor Servicer, reflecting all applicable Mortgage Loan information. The Successor Servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results solely from the Successor Servicer acting in accordance with information prepared or supplied by the predecessor Servicer (or the Indenture Trustee if the Successor Servicer is not an Affiliate of the Indenture Trustee) or the failure of the predecessor Servicer (or the Indenture Trustee if the Successor Servicer is not an Affiliate of the Indenture Trustee) to prepare or provide such information. The Successor Servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by the predecessor Servicer, the Issuer, or the Indenture Trustee (except to the extent any such Person is an Affiliate of the Successor Servicer), (ii) for any inaccuracy or omission in a notice or communication received by the Seller Successor Servicer from the predecessor Servicer, the Issuer, or any Subservicer. The Seller shall deliver immediately the Indenture Trustee (except to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or extent any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities Person is an Affiliate of the Seller as servicer Successor Servicer), or (iii) which is solely due to or results from the invalidity or unenforceability of any Mortgage Loan under applicable law or the Purchased Loansbreach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan. Any such Successor Servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer.

Successor Servicer. If (a) With respect to a Servicer resignation pursuant to Section 6.11, after receipt by the Backup Issuer and the Collateral Agent of the opinion of counsel required by such section, and with respect to a Servicer or any other Person is termination pursuant to Section 6.15, after receipt by the Servicer of a Servicer Termination Notice, and, with respect to both such a Servicer resignation and a Servicer termination, on the date that the Successor Servicer shall have been appointed by the Agent Issuer pursuant to act as a successor servicer Section 6.17, all authority and power of the Purchased Loans pursuant Servicer under this Agreement shall pass to and be vested in the preceding sectionSuccessor Servicer; and, without limitation, the Seller (in its capacity as Servicer hereunder) shallCollateral Agent is hereby authorized and empowered to execute and deliver, and shall cause each Subservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition on behalf of the successor Servicer. Within five (5) Business Days of the appointment of a successor Servicer of the Purchased Loansas attorney-in-fact or otherwise, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and to do or cause to be done and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. (b) The Servicer agrees to the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with the Collateral Agent and the successor Successor Servicer in effecting the transfer termination of the responsibilities and rights of the Servicer to conduct servicing responsibilities to the Backup Servicerhereunder, including execution and delivery of servicing transfer notices to Customersincluding, MERS (if applicable), taxing authorities and insurance companieswithout limitation, the transfer to the Backup Successor Servicer or successor of all authority of the Servicer to service the Purchased Contract Assets provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for administration by it of all Income deposit, or which shall thereafter be received with respect to the Purchased Loans Contract Assets. (c) The Servicer shall promptly transfer its electronic records relating to the Purchased Contract Assets therein to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary or desirable for the continued servicing of the Purchased Contract Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall, at no charge to the time Successor Servicer or the Issuer, be held or received required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interest. All costs and expenses incurred in connection with a transfer of servicing shall be borne by the Seller or any Subserviceroutgoing Servicer. The Seller shall deliver immediately shall, upon request at all times, provide such information and assistance to the successor Servicer all Loan Documents for Purchased Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller Successor Servicer as shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required for the Servicer or the Successor Servicer to more fully and definitively vest in the successor Servicer all such rights, powers, duties, responsibilities, perform its obligations and liabilities of the Seller as servicer of the Purchased Loanshereunder.