Common use of Appointment of Successor Clause in Contracts

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution institution, having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution institution, having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) A. Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later Indenture Administrator or a successor servicer shall have assumed the responsibilities and duties of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselSLC. In the event of the termination hereunder of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor servicer acceptable to the ReceivablesIndenture Administrator, and the Successor Servicer successor servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture TrusteeAdministrator. In the event that a Successor Servicer successor servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee Administrator without further action shall automatically be appointed the Successor Servicer successor servicer and the Indenture Trustee Administrator shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee Administrator shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the Indenture Trustee is authorized and empowered to offer appointment of any such successor servicer compensation up to, but not shall in excess of, no event relieve the Total Servicing Fee and other servicing compensation specified Indenture Administrator from any obligations otherwise imposed on it under the Basic Documents until such successor has in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Financed Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Financed Receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution institution, having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer successor Sxxxxxxx has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution institution, having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) A. Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act as Servicer, as specified in have assumed the notice responsibilities and duties of resignation and accompanying Opinion of Counsel. Xxxxxx Xxx Servicing L.P. In the event of the termination hereunder of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor Servicer acceptable to the ReceivablesIndenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) A. Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act as Servicerhave assumed the responsibilities and duties of Sxxxxx Mxx, as specified in the notice of resignation and accompanying Opinion of Counsel. Inc. In the event of the termination hereunder of the Servicer’s termination hereunder, the Issuer shall appoint a successor Servicer acceptable to the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the ReceivablesEligible Lender Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 8.01, or the Servicer’s resignation in accordance with the terms of this AgreementSection 4.14, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, (i) in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, (ii) in the case of resignation, until the later of (ix) the date sixty thirty (6030) days from the delivery to the Owner Trustee Backup Servicer, the Trust Collateral Agent and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such noticenotice prior to the expiration of the thirty (30) days) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which Backup Servicer shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor in all respects to the Receivables, Servicer in its capacity as servicer under this Agreement and the Successor transactions set forth or provided for herein and shall be subject to the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, as modified or limited hereby or by the Backup Servicing Agreement; provided, however, that the Backup Servicer shall accept not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its appointment (including its appointment as Administrator under the Administration representations and warranties contained in this Agreement as set forth or in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Feeany related document or agreement. Notwithstanding the above, if the Indenture Trustee shall, if it shall be unwilling or Backup Servicer is legally unable to so to act, the Trust Collateral Agent shall appoint (after soliciting bids from potential servicers), or petition a court of competent jurisdiction to appoint any established institution having appoint, a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, Servicer as the successor Servicer hereunder, in the assumption of all or any part of the responsibilities, duties or liabilities of the outgoing Servicer hereunder. In the event that Xxxxx Fargo Bank, National Association, as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as successor Servicer under this Section 8.02(a), Xxxxx Fargo Bank, National Association shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. In connection therewithPending appointment of a successor to the outgoing Servicer hereunder, if the Backup Servicer is prohibited by law from so acting (as evidenced by an Opinion of Counsel to the Trust Collateral Agent and the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess ofon behalf of the Noteholders), the Total Servicing Fee outgoing Servicer shall continue to act as Servicer hereunder until a successor Xxxxxxxx is appointed and other servicing compensation specified in this Agreement assumes the obligations as payable to the initial successor Servicer. Upon such appointmentIn the event the Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 8.02, the Indenture Trustee Backup Servicer will be released from make commercially reasonable efforts consistent with Applicable Law to become licensed, qualified and in good standing under the duties laws which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuerin good standing.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, pending the appointment of and acceptance by a successor Servicer, the Indenture Trustee without further action shall automatically be appointed and serve as the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee; provided, however, the provisions of Section 7.01 shall not apply and the provisions of Section 4.07 shall not apply in the case of a breach by a predecessor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 4.14. The Indenture Trustee shall not be liable for any action or failure to act on the part of the predecessor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution institution, having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesequipment receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) A. Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act as Servicer, as specified in have assumed the notice responsibilities and duties of resignation and accompanying Opinion of Counsel. Xxxxxx Xxx Servicing L.P. In the event of the termination hereunder of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor Servicer acceptable to the ReceivablesIndenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; PROVIDED, HOWEVER, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 14.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which successor Servicer shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar reasonably acceptable to the ReceivablesInsurer (so long as the Insurer is not in default of its obligations under the Policy), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 14.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Feesuccessor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable or unwilling so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution financial institution, having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewithAgreement and which financial institution is, in the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up tocase of appointment by the Trustee, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable reasonably acceptable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the IssuerInsurer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination termination, removal or resignation hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, successor Servicer with the Indenture Trustee’s prior written consent thereto (which consent shall not be any established institution having a net worth unreasonably withheld) and the written approval of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the ReceivablesCPUC, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee Issuer and the Indenture Trustee. In If within 30 days after the event that delivery of the Termination Notice, the Issuer shall not have obtained such a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionnew Servicer, the Indenture Trustee without further action shall automatically be appointed may petition the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling CPUC or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under CPUC Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement. In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its or the Issuer’s appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Servicing Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in Servicing Agreement and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee shall may, at the written direction and with the consent of the Holders of a majority of the Outstanding Amount of the Storm Recovery Bonds or of the Commission shall, but subject to the provisions of the Intercreditor Agreement, appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer, the Commission and the Rating Agencies. In If, within 30 days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may, at the Successor Servicer and direction of the Indenture Trustee shall be entitled to Holders of a majority of the Total Servicing Fee. Notwithstanding Storm Recovery Bonds, petition the above, the Indenture Trustee shall, if it shall be unwilling Commission or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution a successor Servicer under this Servicing Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under Commission Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied, (iii) such Person enters into a servicing agreement with the Issuer having a net worth substantially the same provisions as this Servicing Agreement and (iv) such Person agrees to perform the obligations of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this the Intercreditor Agreement. In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) A. Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act as Servicerhave assumed the responsibilities and duties of Xxxxxx Xxx, as specified in the notice of resignation and accompanying Opinion of Counsel. Inc. In the event of the termination hereunder of the Servicer’s termination hereunder, the Issuer shall appoint a successor Servicer acceptable to the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the ReceivablesEligible Lender Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee (at the written direction of the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class) shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint (at the written direction of the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class) or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer acting upon the direction of Holders of Certificates evidencing not less than a majority of the Certificate Balance) shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture TrusteeTrustee and shall provide in writing the information reasonably required by the Seller to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Base Servicing Fee. Notwithstanding the above, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer acting upon the direction of Holders of Certificates evidencing not less than a majority of the Certificate Balance) shall, if it shall be is unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) A. Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act as Servicer, as specified in have assumed the notice responsibilities and duties of resignation and accompanying Opinion of CounselXxxxxx Xxx Servicing Corporation. In the event of the termination hereunder of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor Servicer acceptable to the ReceivablesIndenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination termination, removal or resignation hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, successor Servicer with the Indenture Trustee’s prior written consent thereto (which consent shall not be any established institution having a net worth unreasonably withheld) and the written approval of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the ReceivablesCPUC, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee Issuer and the Indenture Trustee. In If within 30 days after the event that delivery of the Termination Notice, the Issuer shall not have obtained such a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionnew Servicer, the Indenture Trustee without further action shall automatically be appointed may petition the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling CPUC or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under CPUC Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement. In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its or the Issuer’s appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the Issuer.Indenture

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 8.01, or the Servicer’s resignation in accordance with the terms of this AgreementSection 4.14, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, (i) in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, (ii) in the case of resignation, until the later of (ix) the date sixty thirty (6030) days from the delivery to the Owner Trustee Backup Servicer, the Trust Collateral Agent and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such noticenotice prior to the expiration of the thirty (30) days) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which Backup Servicer shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor in all respects to the Receivables, Servicer in its capacity as servicer under this Agreement and the Successor transactions set forth or provided for herein and shall be subject to the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, as modified or limited hereby or by the Backup Servicing Agreement; provided, however, that the Backup Servicer shall accept not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its appointment (including its appointment as Administrator under the Administration representations and warranties contained in this Agreement as set forth or in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Feeany related document or agreement. Notwithstanding the above, if the Indenture Trustee shall, if it shall be unwilling or Backup Servicer is legally unable to so to act, the Trust Collateral Agent shall appoint (after soliciting bids from potential servicers), or petition a court of competent jurisdiction to appoint any established institution having appoint, a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, Servicer as the successor Servicer hereunder, in the assumption of all or any part of the responsibilities, duties or liabilities of the outgoing Servicer hereunder. In the event that Computershare Trust Company, N.A., as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as successor Servicer under this Section 8.02(a), Computershare Trust Company, N.A. shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. In connection therewithPending appointment of a successor to the outgoing Servicer hereunder, if the Backup Servicer is prohibited by law from so acting (as evidenced by an Opinion of Counsel to the Trust Collateral Agent and the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess ofon behalf of the Noteholders), the Total Servicing Fee outgoing Servicer shall continue to act as Servicer hereunder until a successor Xxxxxxxx is appointed and other servicing compensation specified in this Agreement assumes the obligations as payable to the initial successor Servicer. Upon such appointmentIn the event the Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 8.02, the Indenture Trustee Backup Servicer will be released from make commercially reasonable efforts consistent with Applicable Law to become licensed, qualified and in good standing under the duties laws which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuerin good standing.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 8.01 8.1 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall, provided it is not unwilling or unable to act, assume the obligations of Servicer hereunder, and shall accept its appointment by a written assumption in form acceptable to the Security Insurer. Notwithstanding the above, the Trustee, with the prior written consent of the Security Insurer, or the Security Insurer shall, if the Trustee shall appoint be unwilling or legally unable so to act, appoint, or petition a Successor Servicercourt of competent jurisdiction to appoint, which shall be any established institution having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of automotive receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this the Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such Any successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable Servicer shall be acceptable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the IssuerSecurity Insurer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture TrusteeTrustee and shall provide in writing the information reasonably required by the Seller to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer successor Xxxxxxxx has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution institution, having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 9.1 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice notice, and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee Trust Collateral Agent of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of termination of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Back-up Servicer, which shall assume the obligations of Servicer hereunder on the date specified in such written notice (the "Assumption Date") pursuant to the Servicing Assumption Agreement or, in the event that the Note Insurer shall have determined that a Person other than the Back-up Servicer shall be the successor Servicer in accordance with Section 9.2(c), on the date of the execution of a written assumption agreement by such Person to serve as successor Servicer. In the event of assumption of the duties of Servicer by the Back-up Servicer, the Back-up Servicer shall be entitled to be paid by the Servicer for the system conversion costs, an amount not to exceed $100,000. In the event that such amount shall not have been timely paid by the Servicer, such amount shall be paid under Section 5.6(c)(ix) hereof; provided, however, the payment of such amount pursuant to Section 5.6(c)(ix) shall not relieve the Servicer of any established institution having obligation or liability to pay such amount. Notwithstanding the Back-up Servicer's assumption of, and its agreement to perform and observe, all duties, responsibilities and obligations of LBAC as Servicer under this Agreement arising on and after the Assumption Date, the Back-up Servicer shall not be deemed to have assumed or to become liable for, or otherwise have any liability for, any duties, responsibilities, obligations or liabilities of LBAC, the Transferor or any predecessor 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 LBAC, the Transferor or any predecessor Servicer arising on or before the Assumption Date under Sections 4.7 or 8.2 of this Agreement, regardless of when the liability, duty, responsibility or obligation of LBAC, the Transferor or any predecessor Servicer therefor arose, whether provided by the terms of this Agreement, arising by operation of law or otherwise. In addition, if the Back-up Servicer shall be legally unable to act as Servicer or shall have delivered a net worth notice of resignation pursuant to Section 8.5 hereof and a Note Insurer Default shall have occurred and be continuing, the Back-up Servicer, the Trust Collateral Agent or the Class A Noteholders evidencing not less than $25,000,000 and whose regular business shall include 66-2/3% of the servicing Class A Note Balance or the Class C Certificateholder may petition a court of receivables similar competent jurisdiction to appoint any successor to the ReceivablesServicer. Pending appointment pursuant to the preceding sentence, and the Successor Back-up Servicer shall accept its appointment (including its appointment act as Administrator under successor Servicer unless it is legally unable to do so, in which event the Administration Agreement predecessor Servicer shall continue to act as set forth in Section 8.02(b)) by Servicer until a written assumption in form acceptable to the Owner Trustee successor has been appointed and the Indenture Trusteeaccepted such appointment. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 9.2, then the Indenture Trustee without further action Note Insurer, in accordance with Section 9.2(c) shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the aboveappoint, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 14.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which successor Servicer shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar reasonably acceptable to the ReceivablesSurety Bond Issuer (so long as the Surety Bond Issuer is not in default of its obligations under the Surety Bond), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 14.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Feesuccessor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable or unwilling so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution financial institution, having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewithAgreement and which financial institution is, in the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up tocase of appointment by the Trustee, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable reasonably acceptable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Surety Bond Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture TrusteeTrustee and shall provide in writing the information reasonably required by the Seller to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be is unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) A. Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act as Servicer, as specified in have assumed the notice responsibilities and duties of resignation and accompanying Opinion of CounselXxxxxx Xxx Servicing Corporation. In the event of the termination hereunder of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor Servicer acceptable to the ReceivablesIndenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for -------- ------- the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 8.01 10.2 or upon the Servicer’s resignation in accordance with of the terms of this AgreementServicer pursuant to Section 9.6, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice notice, and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at (the time when the predecessor Servicer has ceased “Assumption Date”). Subject to act as prior selection of a successor Servicer in accordance with this Sectionsubsection (b) below, in the Indenture Trustee without further action event of a termination or resignation of the Servicer, Wxxxx Fargo Bank, National Association, as Backup Servicer, shall automatically be appointed assume the Successor obligations of the Servicer hereunder on the Assumption Date, and the Indenture Trustee shall be entitled subject to all the Total Servicing Feerights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto in this Agreement except as otherwise indicated herein. Notwithstanding the above, the Indenture Trustee shallforegoing, if it the Backup Servicer is the outgoing Servicer or shall be unwilling or legally unable so to actact as successor Servicer, appoint the Indenture Trustee shall appoint, or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesappoint, an Eligible Servicer as the successor Servicer hereunder. Pending appointment pursuant to the preceding sentence, the Backup Servicer under 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. The Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered as shall be necessary to offer effectuate any such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuersuccession.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination termination, removal or resignation hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicersuccessor Servicer with the Indenture Trustee’s prior written consent thereto (acting at the written direction and the consent, which shall not be any established institution having unreasonably withheld, of the Holders of a net worth majority of not less than $25,000,000 the Securitized Utility Tariff Bonds) and whose regular business shall include the servicing written approval of receivables similar to the ReceivablesMPSC, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee Issuer and the Indenture Trustee. In If within 30 days after the event that delivery of the Termination Notice, the Issuer shall not have obtained such a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionnew Servicer, the Indenture Trustee without further action shall automatically be appointed may petition the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling MPSC or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under MPSC Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement. In connection therewith, no event shall the Indenture Trustee is authorized be liable for its or the Issuer’s appointment of a successor Xxxxxxxx. The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the sole expense of the Issuer and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 8.01 10.2 or upon the Servicer’s resignation in accordance with of the terms of this AgreementServicer pursuant to Section 9.6, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice notice, and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at (the time when the predecessor Servicer has ceased “Assumption Date”). Subject to act as prior selection of a successor Servicer in accordance with this Sectionsubsection (b) below, in the Indenture Trustee without further action event of a termination or resignation of the Servicer, Wxxxx Fargo Bank, National Association, as Backup Servicer, shall automatically be appointed assume the Successor obligations of the Servicer hereunder on the Assumption Date, and the Indenture Trustee shall be entitled subject to all the Total Servicing Feerights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto in this Agreement except as otherwise indicated herein. Notwithstanding the above, the Indenture Trustee shallforegoing, if it the Backup Servicer is the outgoing Servicer or shall be unwilling or legally unable so to actact as successor Servicer, appoint the Trustee shall appoint, or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesappoint, an Eligible Servicer as the successor Servicer hereunder. Pending appointment pursuant to the preceding sentence, the Backup Servicer under 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. The Trustee and such successor Servicer shall take such action, consistent with this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered as shall be necessary to offer effectuate any such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuersuccession.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 8.01 8.1 or Servicer's resignation (if and to the Servicer’s resignation extent permitted in accordance with the terms of this Agreement), the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination or resignation hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution institution, having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesmotor vehicle receivables, as the successor to the Servicer under this Agreement. In connection therewith; provided, that the Indenture Trustee is authorized and empowered to offer appointment of any such successor servicer compensation up to, but Successor Servicer will not result in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable withdrawal or reduction of the outstanding rating assigned to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the IssuerCertificates or Notes by any Rating Agency.

Appointment of Successor. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 8.01 10.2, upon non-extension of the servicing term as referred to in Section 4.14, or upon the Servicer’s resignation in accordance with of the terms of this AgreementServicer pursuant to Section 9.6, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of expiration and non-renewal of the term of the Servicer upon the expiration of such term, and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of termination of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Xxxxx Fargo Bank, National Association, as Backup Servicer, which shall be any established institution having a net worth assume the obligations of not less than $25,000,000 and whose regular business shall include Servicer hereunder on the servicing of receivables similar date specified in such written notice (the "Assumption Date") pursuant to the ReceivablesServicing Assumption Agreement or, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that the Note Insurer shall have determined that a Successor Person other than the Backup Servicer has not been appointed at shall be the time when the predecessor Servicer has ceased to act as successor Servicer in accordance with Section 10.2, on the date of the execution of a written assumption agreement by such Person to serve as successor Servicer. Notwithstanding the Backup Servicer's assumption of, and its agreement to perform and observe, all duties, responsibilities and obligations of CPS as Servicer under this SectionAgreement arising on and after the Assumption Date, the Indenture Trustee without further action Backup Servicer shall automatically not be appointed deemed to have assumed or to become liable for, or otherwise have any liability, whether provided for by the Successor terms of this Agreement, arising by operation of law or otherwise, for any duties, responsibilities, obligations or liabilities of CPS or any predecessor Servicer (i) arising under Sections 4.7 and 9.2 of this Agreement, regardless of when the Indenture Trustee shall liability, duty, responsibility or obligation of CPS or any predecessor Servicer therefor arose, (ii) required to be entitled performed by CPS or any predecessor Servicer prior to the Total Servicing FeeAssumption Date or any claim of any third party based on any alleged action or inaction of CPS or any predecessor Servicer, or (iii) with respect to the payment of any taxes required to be paid by CPS or any predecessor Servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer, are expressly limited to those instances of gross negligence or willful misconduct of the Backup Servicer in its role as successor Servicer that occur after the Assumption Date. Notwithstanding the above, if the Indenture Backup Servicer shall be legally unable or unwilling to act as Servicer, and an Insurer Default shall have occurred and be continuing, the Backup Servicer, the Trustee shallor a Note Majority or, if it shall be unwilling or legally unable so the Note Balance has been reduced to actzero and all amounts due and owing to the Note Insurer have been paid in full and the Policy has expired in accordance with its terms, appoint or the Majority Certificateholders may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, Eligible Servicer as the successor to the Servicer under this AgreementServicer. In connection therewithPending appointment pursuant to the preceding sentence, the Indenture Trustee Backup Servicer shall act as successor Servicer unless it is authorized legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and empowered accepted such appointment. Subject to offer such Section 9.6, no provision of this Agreement shall be construed as relieving the Backup Servicer of its obligation to succeed as successor servicer compensation up to, but not in excess ofServicer upon the termination of the Servicer pursuant to Section 10.2, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable resignation of the Servicer pursuant to Section 9.6 or the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date non-extension of the servicing agreement entered into between term of the Successor Servicer, as referred to in Section 4.14. If upon the termination of the Servicer and pursuant to Section 10.2 or the Issuerresignation of the Servicer pursuant to Section 9.6, the Controlling Party appoints a successor Servicer other than the Backup Servicer, the Backup Servicer shall not be relieved of its duties as Backup Servicer hereunder.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Servicing Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in Servicing Agreement and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a Successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee shall may, at the written direction and with the consent of the Holders of a majority of the Outstanding Amount of the Storm Recovery Bonds or of the Commission shall, but subject to the provisions of the Intercreditor Agreement, appoint a Successor Servicer, Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer, the Commission and the Rating Agencies. In If, within 30 days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may, at the Successor Servicer and written direction of the Indenture Trustee shall be entitled to Holders of a majority of the Total Servicing Fee. Notwithstanding Storm Recovery Bonds, petition the above, the Indenture Trustee shall, if it shall be unwilling Commission or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution a Successor Servicer under this Servicing Agreement. A Person shall qualify as a Successor Servicer only if (i) such Person is permitted under Commission Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied, (iii) such Person enters into a servicing agreement with the Issuer having a net worth substantially the same provisions as this Servicing Agreement and (iv) such Person agrees to perform the obligations of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this the Intercreditor Agreement. In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial be liable for its appointment of a Successor Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 8.1 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and successor Servicer; provided, however, that the Indenture Trustee shall not be entitled liable for any acts, omissions or obligations of the Servicer prior to the Total Servicing Feesuch succession. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution financial institution, having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act as Servicerhave assumed the responsibilities and duties of Xxxxxx Xxx, as specified in the notice of resignation and accompanying Opinion of Counsel. Inc. In the event of the termination hereunder of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor Servicer acceptable to the ReceivablesIndenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 9.1 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee Certificate Insurer of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall shall, with the consent of the Certificate Insurer, appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor Servicer acceptable to the ReceivablesCertificate Insurer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 9.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and successor Servicer; provided, however, that the Indenture Trustee shall not be entitled liable for any acts, omissions or obligations of the Servicer prior to the Total Servicing Feesuch succession. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial institution reasonably acceptable to the Certificate Insurer, having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) A. Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act as Servicer, as specified in have assumed the notice responsibilities and duties of resignation and accompanying Opinion of Counsel. Xxxxxx Xxx Servicing L.P. In the event of the termination hereunder of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor Servicer acceptable to the ReceivablesIndenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for -------- ------- the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 8.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, pending the appointment of and acceptance by a successor Servicer, the Indenture Trustee without further action shall automatically be appointed and serve as the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and the Servicer's Yield. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution who has demonstrated its capability to service the Receivables to the satisfaction of the Indenture Trustee, as the successor to the Servicer under this Agreement, having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to comparable with the Receivables, as the successor to the Servicer under this Agreement. In connection therewithThe Indenture Trustee, the Indenture Trustee is authorized and empowered to offer such acting in its capacity as successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date and any successor Servicer appointed by it, shall have no responsibility or obligation (i) for any breach by any predecessor Servicer of the servicing agreement entered into between the Successor any of its representations and warranties, or (ii) any acts or omissions of CFSC or any other Servicer and the Issuerprior to its termination.

Appointment of Successor. (a) A. Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act as Servicerhave assumed the responsibilities and duties of Sxxxxx Mxx, as specified in the notice of resignation and accompanying Opinion of Counsel. Inc. In the event of the termination hereunder of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor Servicer acceptable to the ReceivablesIndenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 8.01 8.1 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall, provided it is not unwilling or unable to act, become the successor Servicer and assume the obligations of the Servicer hereunder and, unless an Insurer Default shall have occurred and be continuing, shall accept its appointment by a written assumption in form acceptable to the Security Insurer. Notwithstanding the above, the Trustee, with the prior written consent of the Security Insurer, or the Security Insurer shall, if the Trustee shall appoint be unwilling or legally unable so to act, appoint, or petition a Successor Servicercourt of competent jurisdiction to appoint, which shall be any established institution having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of automotive receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such Any successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable Servicer shall be acceptable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the IssuerSecurity Insurer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 8.01 8.1 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution institution, having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Servicing Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in Servicing Agreement and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee shall may, at the written direction and with the consent of the Holders of a majority of the Outstanding Amount of the Series A Bonds shall, appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. In If, within 30 days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may, at the Successor Servicer and direction of the Indenture Trustee shall be entitled to Holders of a majority of the Total Servicing Fee. Notwithstanding Series A Bonds, petition the above, the Indenture Trustee shall, if it shall be unwilling Commission or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Servicing Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under Commission Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Servicing Agreement. In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer acting upon the direction of Holders of Certificates evidencing not less than a majority of the Certificate Balance) shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture TrusteeTrustee and shall provide in writing the information reasonably required by the Seller to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer acting upon the direction of Holders of Certificates evidencing not less than a majority of the Certificate Balance) shall, if it shall be is unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 9.1 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice notice, and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee Trust Collateral Agent of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of termination of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Back-up Servicer, which shall assume the obligations of Servicer hereunder on the date specified in such written notice (the "Assumption Date") pursuant to the Servicing Assumption Agreement or, in the event that the Note Insurer shall have determined that a Person other than the Back-up Servicer shall be the successor Servicer in accordance with Section 9.2(c), on the date of the execution of a written assumption agreement by such Person to serve as successor Servicer. In the event of assumption of the duties of Servicer by the Back-up Servicer, the Back-up Servicer shall be entitled to be paid by the Servicer for the system conversion costs, an amount not to exceed $100,000. In the event that such amount shall not have been timely paid by the Servicer, such amount shall be paid under Section 5.6(c)(ix) hereof; provided, however, the payment of such amount pursuant to Section 5.6(c)(ix) shall not relieve the Servicer of any established institution having obligation or liability to pay such amount. Notwithstanding the Back-up Servicer's assumption of, and its agreement to perform and observe, all duties, responsibilities and obligations of LBAC as Servicer under this Agreement arising on and after the Assumption Date, the Back-up Servicer shall not be deemed to have assumed or to become liable for, or otherwise have any liability for, any duties, responsibilities, obligations or liabilities of LBAC, the Transferor or any predecessor 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 LBAC, the Transferor or any predecessor Servicer arising on or before the Assumption Date under Sections 4.7 or 8.2 of this Agreement, regardless of when the liability, duty, responsibility or obligation of LBAC, the Transferor or any predecessor Servicer therefor arose, whether provided by the terms of this Agreement, arising by operation of law or otherwise. In addition, if the Back-up Servicer shall be legally unable to act as Servicer or shall have delivered a net worth notice of resignation pursuant to Section 8.5 hereof and a Note Insurer Default shall have occurred and be continuing, the Back-up Servicer, the Trust Collateral Agent or the Class A Noteholders evidencing not less than $25,000,000 and whose regular business shall include 66-2/3% of the servicing Class A Note Balance or the Demand Note Provider may petition a court of receivables similar competent jurisdiction to appoint any successor to the ReceivablesServicer. Pending appointment pursuant to the preceding sentence, and the Successor Back-up Servicer shall accept its appointment (including its appointment act as Administrator under successor Servicer unless it is legally unable to do so, in which event the Administration Agreement predecessor Servicer shall continue to act as set forth in Section 8.02(b)) by Servicer until a written assumption in form acceptable to the Owner Trustee successor has been appointed and the Indenture Trusteeaccepted such appointment. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 9.2, then the Indenture Trustee without further action Note Insurer, in accordance with Section 9.2(c) shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the aboveappoint, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 6.01, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 120 days from the delivery to the Owner Trustee Eligible Lender Trustee, and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, Servicer as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the termination hereunder of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor Servicer acceptable to the ReceivablesIndenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Indenture Trustee and the Indenture TrusteeAdministrator. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution having a net worth of not less than $25,000,000 and whose the regular business of which shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice (subject in each case to Section 8.02(d)) and, in the case of resignation, until the later of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution institution, having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesrecreational vehicle receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) A. Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act as Servicerhave assumed the responsibilities and duties of Xxxxxx Xxx, as specified in the notice of resignation and accompanying Opinion of Counsel. Inc. In the event of the termination hereunder of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor Servicer acceptable to the ReceivablesIndenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable Servicing Agreement so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 9.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of [new and used automobiles, light-duty trucks, motorcycles, recreational vehicles, vans, minivans and/or sport utility vehicles] receivables similar to the Receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act as Servicer, as specified in have assumed the notice responsibilities and duties of resignation and accompanying Opinion of Counsel. Xxxxxx Xxx Servicing L.P. In the event of the termination hereunder of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor Servicer acceptable to the ReceivablesIndenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) A. Upon receipt by the Servicer’s receipt Servicer of notice of termination pursuant to Section 8.01 5.1, or the Servicer’s resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act as Servicerhave assumed the responsibilities and duties of Xxxxxx Xxx, as specified in the notice of resignation and accompanying Opinion of Counsel. Inc. In the event of the termination hereunder of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor Servicer acceptable to the ReceivablesIndenture Trustee, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and any Carryover Servicing Fees. Servicing Agreement Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Servicer under this Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution institution, having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a1) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 8.01, or the Servicer’s resignation in accordance with the terms of this AgreementSection 4.14, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, (i) in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, (ii) in the case of resignation, until the later of (ix) the date sixty thirty (6030) days from the delivery to the Owner Trustee Backup Servicer, the Trust Collateral Agent and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such noticenotice prior to the expiration of the thirty (30) days) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which Backup Servicer shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor in all respects to the Receivables, Servicer in its capacity as servicer under this Agreement and the Successor transactions set forth or provided for herein and shall be subject to the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, as modified or limited hereby or by the Backup Servicing Agreement; provided, however, that the Backup Servicer shall accept not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its appointment (including its appointment as Administrator under the Administration representations and warranties contained in this Agreement as set forth or in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Feeany related document or agreement. Notwithstanding the above, if the Indenture Trustee shall, if it shall be unwilling or Backup Servicer is legally unable to so to act, the Trust Collateral Agent shall appoint (after soliciting bids from potential servicers), or petition a court of competent jurisdiction to appoint any established institution having appoint, a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, Servicer as the successor Servicer hereunder, in the assumption of all or any part of the responsibilities, duties or liabilities of the outgoing Servicer hereunder. In the event that Xxxxx Fargo Bank, National Association, as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as successor Servicer under this Section 8.02(a), Xxxxx Fargo Bank, National Association shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. In connection therewithPending appointment of a successor to the outgoing Servicer hereunder, if the Backup Servicer is prohibited by law from so acting (as evidenced by an Opinion of Counsel to the Trust Collateral Agent and the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess ofon behalf of the Noteholders), the Total Servicing Fee outgoing Servicer shall continue to act as Servicer hereunder until a successor Xxxxxxxx is appointed and other servicing compensation specified in this Agreement assumes the obligations as payable to the initial successor Servicer. Upon such appointmentIn the event the Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 8.02, the Indenture Trustee Backup Servicer will be released from make commercially reasonable efforts consistent with Applicable Law to become licensed, qualified and in good standing under the duties laws which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuerin good standing.

Appointment of Successor. (a) Upon On and after the Servicer’s receipt of time the Master Servicer receives a notice of termination pursuant to Section 8.01 10.2 or upon the Servicer’s resignation in accordance with of the terms of this AgreementMaster Servicer pursuant to Section 9.6, the predecessor Master Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice or, if no or until such resignation becomes effective or until a date is specified in a notice of termination, until receipt of such notice and, in mutually agreed upon by the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee Master Servicer and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselTrustee. In the event of the Servicer’s termination hereunder, the The Indenture Trustee shall as promptly as possible after such termination or resignation appoint an Eligible Servicer as a successor servicer (the “Successor Master Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables”), and the such Successor Master Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in a form reasonably acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Master Servicer has not been appointed or has not accepted its appointment at the time when the predecessor Master Servicer has ceased ceases to act as Servicer in accordance with this SectionMaster Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Master Servicer. The Indenture Trustee shall be entitled may delegate any of its servicing obligations to the Total Servicing Feean Affiliate or agent in accordance with Section 9.5. Notwithstanding the aboveforegoing, the Indenture Trustee shall, if it shall be unwilling or is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include qualifying as an Eligible Servicer as the servicing of receivables similar to Successor Master Servicer hereunder. The Indenture Trustee or the ReceivablesSuccessor Master Servicer, as the case may be, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except as otherwise stated herein. In connection therewith, the The Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, or the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Master Servicer, as the case may be, shall take such release effective action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Successor Master Servicer shall be subject to termination under Section 10.2 upon the effective date occurrence of the servicing agreement entered into between the Successor any Master Servicer and the IssuerTermination Event applicable to it as Master Servicer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 9.1 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice notice, and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee Trust Collateral Agent of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of termination of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Back-up Servicer, which shall assume the obligations of Servicer hereunder on the date specified in such written notice (the "Assumption Date") pursuant to the Servicing Assumption Agreement [or, in the event that the Note Insurer shall have determined that a Person other than the Back-up Servicer shall be the successor Servicer in accordance with Section 9.2(c), on the date of the execution of a written assumption agreement by such Person to serve as successor Servicer]. In the event of assumption of the duties of Servicer by the Back-up Servicer, the Back-up Servicer shall be entitled to be paid by the Servicer for the system conversion costs, an amount not to exceed $__________. In the event that such amount shall not have been timely paid by the Servicer, such amount shall be paid under Section 5.6(c)(v) hereof; provided, however, the payment of such amount pursuant to Section 5.6(c)(v) shall not relieve the Servicer of any established institution having obligation or liability to pay such amount. Notwithstanding the Back-up Servicer's assumption of, and its agreement to perform and observe, all duties, responsibilities and obligations of LBAC as Servicer under this Agreement arising on and after the Assumption Date, the Back-up Servicer shall not be deemed to have assumed or to become liable for, or otherwise have any liability for, any duties, responsibilities, obligations or liabilities of LBAC, the Transferor or any predecessor 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 LBAC, the Transferor or any predecessor Servicer arising on or before the Assumption Date under Sections 4.7 or 8.2 of this Agreement, regardless of when the liability, duty, responsibility or obligation of LBAC, the Transferor or any predecessor Servicer therefor arose, whether provided by the terms of this Agreement, arising by operation of law or otherwise. In addition, if the Back-up Servicer shall be legally unable to act as Servicer or shall have delivered a net worth notice of resignation pursuant to Section 8.5 hereof [and a Note Insurer Default shall have occurred and be continuing], the Back-up Servicer, the Trust Collateral Agent or the Noteholders evidencing not less than $25,000,000 and whose regular business shall include 66-2/3% of the servicing Note Balance may petition a court of receivables similar competent jurisdiction to appoint any successor to the ReceivablesServicer. Pending appointment pursuant to the preceding sentence, and the Successor Back-up Servicer shall accept its appointment (including its appointment act as Administrator under successor Servicer unless it is legally unable to do so, in which event the Administration Agreement predecessor Servicer shall continue to act as set forth in Section 8.02(b)) by Servicer until a written assumption in form acceptable to the Owner Trustee successor has been appointed and the Indenture Trusteeaccepted such appointment. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 9.2, [then the Indenture Trustee without further action Note Insurer, in accordance with Section 9.2(c) shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the aboveappoint, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer].

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer acting upon the direction of Holders of Certificates evidencing not less than a majority of the Certificate Balance) 51 (Nissan 2016-C Sale and Servicing Agreement) shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture TrusteeTrustee and shall provide in writing the information reasonably required by the Seller to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Base Servicing Fee. Notwithstanding the above, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer acting upon the direction of Holders of Certificates evidencing not less than a majority of the Certificate Balance) shall, if it shall be is unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination termination, pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, pending the appointment of and acceptance by a successor Servicer, the Indenture Trustee without further action shall automatically be appointed and serve as the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee; provided, however, the provisions of Section 7.01 shall not apply and the provisions of Section 4.07 shall not apply in the case of a breach by a predecessor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 4.14. The Indenture Trustee shall not be liable for any action or failure to act on the part of the predecessor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution institution, having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesequipment receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in Agreement and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee and expenses reimbursement, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a Successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee at the written direction and with the consent of the Holders of at least a majority of the Outstanding Amount of the Securitization Bonds or of the Indiana Commission shall appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Issuer and the Trustee and provide prompt written notice of such assumption to the Indenture TrusteeIssuer, the Indiana Commission and the Rating Agencies. In If, within 30 days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed appointed, the Trustee may, at the time when direction of the predecessor Servicer has ceased to act as Servicer in accordance with this SectionHolders of not less than a majority of the Securitization Bonds, petition the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling Indiana Commission or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under Indiana Commission Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement. In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Trustee’s expenses incurred under this Section 7.04(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee shall shall, at the written direction and with the consent of the Holders of at least a majority of the Outstanding Amount of the System Restoration Bonds, appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. In If within thirty (30) days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may petition the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling PUCT or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under PUCT Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement (as the Servicer of the System Restoration Bonds). In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination termination, removal or resignation hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, successor Servicer with the Indenture Trustee’s prior written consent thereto (which consent shall not be any established institution having a net worth unreasonably withheld) and the written approval of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the ReceivablesCPUC, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee Issuer and the Indenture Trustee. In If within 30 days after the event that delivery of the Termination Notice, the Issuer shall not have obtained such a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionnew Servicer, the Indenture Trustee without further action shall automatically be appointed may petition the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling CPUC or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under CPUC Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement. In connection therewith, no event shall the Indenture Trustee is authorized be liable for its or the Issuer’s appointment of a successor Xxxxxxxx. The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the sole expense of the Issuer and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 14.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which successor Servicer shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar reasonably acceptable to the ReceivablesInsurer (so long as the Insurer is not in default of its obligations under the Policy), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 14.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Feesuccessor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable or unwilling so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution financial institution, having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewithAgreement and which financial institution is, in the case of appointment by the Owner Trustee, reasonably acceptable to the Insurer and the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the IssuerTrustee.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination termination, removal or resignation hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicer, successor Servicer with the Indenture Trustee’s prior written consent thereto (which consent shall not be any established institution having a net worth unreasonably withheld) and the written approval of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the ReceivablesCPUC, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee Issuer and the Indenture Trustee. In If within 30 days after the event that delivery of the Termination Notice, the Issuer shall not have obtained such a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionnew Servicer, the Indenture Trustee without further action shall automatically be appointed may petition the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling CPUC or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under CPUC Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement. In connection therewith, no event shall the Indenture Trustee is authorized be liable for its or the Issuer’s appointment of a successor Xxxxxxxx. The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the sole expense of the Issuer and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the Issuer.Indenture

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b8(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution institution, having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Servicing Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in Servicing Agreement and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee shall may, at the written direction and with the consent of the Holders of a majority of the Outstanding Amount of the Series A Bonds or of the Commission shall, but subject to the provisions of the Intercreditor Agreement, appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer, the Commission and the Rating Agencies. In If, within 30 days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may, at the Successor Servicer and direction of the Indenture Trustee shall be entitled to Holders of a majority of the Total Servicing Fee. Notwithstanding Series A Bonds, petition the above, the Indenture Trustee shall, if it shall be unwilling Commission or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution a successor Servicer under this Servicing Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under Commission Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied, (iii) such Person enters into a servicing agreement with the Issuer having a net worth substantially the same provisions as this Servicing Agreement and (iv) such Person agrees to perform the obligations of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this the Intercreditor Agreement. In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Servicing Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Servicing Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee shall may, or, at the written direction and with the consent of the Holders of at least a majority of the Outstanding Amount of the Environmental Trust Bonds, shall, appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. In If, within thirty (30) days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may, at the Successor Servicer and direction of the Indenture Trustee shall be entitled to Holders of at least a majority of the Total Servicing Fee. Notwithstanding Environmental Trust Bonds, petition the above, the Indenture Trustee shall, if it shall be unwilling PSCW or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Servicing Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under PSCW Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Servicing Agreement. In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee may at the written direction and with the consent of the Holders of at least a majority of the Outstanding Amount of the Consumer Rate Relief Bonds shall appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. In If within thirty (30) days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may petition the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling Commission or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under Commission Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied, (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement and (iv) such Person agrees to perform the obligations of the Servicer under each Intercreditor Agreement (if any). In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon receipt by a Master Servicer or the Servicer’s receipt Administrator, as the case may be, of notice of termination pursuant to Section 8.01 8.1, or the Servicer’s resignation by a Master Servicer or the Administrator, as the case may be, in accordance with the terms of this Agreement, the predecessor Master Servicer or the Administrator, as the case may be, shall continue to perform its functions as Master Servicer or Administrator, as the case may be, under this Agreement, Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 120 days from the delivery to the Owner Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Master Servicer or Administrator, as the case may be, shall become unable to act as ServicerMaster Servicer or Administrator, as the case may be, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunderhereunder of a Master Servicer or the Administrator, as the case may be, the Issuer shall appoint a successor Master Servicer or Administrator, as the case may be, acceptable to the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar reasonably acceptable to the ReceivablesSurety Provider, and the Successor successor Master Servicer or Administrator, as the case may be, shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Indenture Trustee and the Indenture TrusteeSurety Provider. In the event that a Successor successor Master Servicer or Administrator, as the case may be, has not been appointed at the time when the predecessor Master Servicer or Administrator, as the case may be, has ceased to act as Master Servicer or Administrator, as the case may be, in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Master Servicer or Administrator, as the case may be, and the Indenture Trustee shall be entitled to the Total Master Servicing Fee and any Servicing Fee Carryover or the Administration Fee, as the case may be in accordance with the provisions of the Basic Documents. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the departing Master Servicer or Administrator, as the case may be, under this Agreement. In connection therewith; PROVIDED, HOWEVER, that such right to appoint or to petition for the appointment of any such successor servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 8.01, or the Servicer’s resignation in accordance with the terms of this AgreementSection 4.14, the predecessor Servicer servicer shall continue to perform its functions as Servicer under this Agreement, (i) in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, (ii) in the case of resignation, until the later of (ix) the date sixty thirty (6030) days from the delivery to the Owner Trustee Backup Servicer, the Trust Collateral Agent and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such noticenotice prior to the expiration of the thirty (30) days) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which Backup Servicer shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor in all respects to the Receivables, Servicer in its capacity as servicer under this Agreement and the Successor transactions set forth or provided for herein and shall be subject to the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, as modified or limited hereby or by the Backup Servicing Agreement; provided, however, that the Backup Servicer shall accept not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its appointment (including its appointment as Administrator under the Administration representations and warranties contained in this Agreement as set forth or in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Feeany related document or agreement. Notwithstanding the above, if the Indenture Trustee shall, if it shall be unwilling or Backup Servicer is legally unable to so to act, the Trust Collateral Agent shall appoint (after soliciting bids from potential servicers), or petition a court of competent jurisdiction to appoint any established institution having appoint, a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, Servicer as the successor Servicer hereunder, in the assumption of all or any part of the responsibilities, duties or liabilities of the outgoing Servicer hereunder. In the event that Xxxxx Fargo Bank, National Association, as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as successor Servicer under this Section 8.02(a), Xxxxx Fargo Bank, National Association shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. In connection therewithPending appointment of a successor to the outgoing Servicer hereunder, if the Backup Servicer is prohibited by law from so acting (as evidenced by an Opinion of Counsel to the Trust Collateral Agent and the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess ofon behalf of the Noteholders), the Total Servicing Fee outgoing Servicer shall continue to act as Servicer hereunder until a successor Servicer is appointed and other servicing compensation specified in this Agreement assumes the obligations as payable to the initial successor Servicer. Upon such appointmentIn the event the Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 8.02, the Indenture Trustee Backup Servicer will be released from make reasonable efforts consistent with Applicable Law to become licensed, qualified and in good standing under the duties laws which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuerin good standing.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination termination, removal or resignation hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicersuccessor Servicer with the Indenture Trustee’s prior written consent thereto (acting at the written direction and the consent, which shall not be any established institution having unreasonably withheld, of the Holders of a net worth majority of not less than $25,000,000 the Securitized Utility Tariff Bonds) and whose regular business shall include the servicing written approval of receivables similar to the ReceivablesMPSC, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee Issuer and the Indenture Trustee. In If within 30 days after the event that delivery of the Termination Notice, the Issuer shall not have obtained such a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionnew Servicer, the Indenture Trustee without further action shall automatically be appointed may petition the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling MPSC or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under MPSC Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement. In connection therewith, no event shall the Indenture Trustee is authorized be liable for its or the Issuer’s appointment of a successor Sxxxxxxx. The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the sole expense of the Issuer and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution institution, having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 8.01, the expiration and non-renewal of the Servicer's term pursuant to Section 4.01(a) or the Servicer’s 's resignation in accordance with the terms of this AgreementSection 4.14, the predecessor Servicer servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until (i) the date of such expiration, in the case of a termination pursuant to Section 4.01(a), (ii) the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, (iii) in the case of resignation, until the later of (ix) the date sixty (60) 30 days from the delivery to the Owner Trustee Backup Servicer and the Trust Collateral Agent and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such noticenotice prior to the expiration of the 45 days) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, and, so long as both a Class A Insurer Default and a Backup Insurer Default are not continuing, if the Indenture Trustee shall appoint a Successor ServicerControlling Party so directs, which the Backup Servicer shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar successor in all respects to the Receivables, Servicer in its capacity as servicer under this Agreement and the Successor transactions set forth or provided for herein and shall be subject to the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, as modified or limited by the Backup Servicing Agreement; provided, however, that the Backup Servicer shall accept not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its appointment (including its appointment as Administrator under the Administration representations and warranties contained in this Agreement as set forth or in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Feeany related document or agreement. Notwithstanding the above, if the Indenture Trustee shall, if it shall be unwilling or Backup Servicer is legally unable to so to actact or, so long as both a Class A Insurer Default and a Backup Insurer Default are not continuing, the Controlling Party otherwise directs, the Controlling Party may appoint a successor Servicer, otherwise, the Trust Collateral Agent shall appoint (after soliciting bids from potential servicers), or petition a court of competent jurisdiction to appoint any established institution having appoint, a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, Servicer as the successor Servicer hereunder, in the assumption of all or any part of the responsibilities, duties or liabilities of the outgoing Servicer hereunder. In the event that SST, as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as successor Servicer under this Section 8.02(a), SST shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. In connection therewithPending appointment of a successor to the outgoing Servicer hereunder, if the Backup Servicer is prohibited by law from so acting (as evidenced by an Opinion of Counsel to the Trust Collateral Agent, the Indenture Trustee is authorized Class A Insurer and empowered to offer such successor servicer compensation up tothe Backup Insurer) or, but so long as both a Class A Insurer Default and a Backup Insurer Default are not in excess ofcontinuing, the Total Servicing Fee Controlling Party otherwise directs, the Trust Collateral Agent shall act in such capacity as hereinabove provided; provided, however, that the Trust Collateral Agent shall not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its representations and other servicing compensation specified warranties contained in this Agreement or in any related document or agreement. In the event that the Trust Collateral Agent is so prohibited by law from acting or, so long as payable both a Class A Insurer Default and a Backup Insurer Default are not continuing, the Controlling Party otherwise directs, the outgoing Servicer shall continue to act as Servicer hereunder until a successor Servicer which, so long as both a Class A Insurer Default and a Backup Insurer Default are not continuing, shall be acceptable to the initial Controlling Party is appointed and assumes the obligations as successor Servicer. Upon such appointmentIn the event the Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 8.02, the Indenture Trustee Backup Servicer will be released from make reasonable efforts consistent with Applicable Law to become licensed, qualified and in good standing under the duties laws which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuerin good standing.

Appointment of Successor. (a) Upon the Servicer’s receipt resignation or removal of notice of termination pursuant to Section 8.01 Agent, or the Servicer’s resignation in accordance with the terms of this Agreementany successor Agent, the predecessor Servicer Lenders shall continue appoint a successor Agent, which successor Agent shall be consented to perform its functions as Servicer under this Agreementby Borrower, in which consent shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if the case successor Agent is also a Lender, is an Eligible Assignee or if an Event of termination, only until Default then exists). If no successor Agent appointed by the date specified in Lenders shall have accepted such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date appointment within sixty (60) days from the after delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance removal, then the departing Agent may, after consultation with the terms Lenders and Borrower, appoint a successor Agent with the consent of this Agreement and Borrower, which shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if (a) the successor Agent is (i) a Lender or (ii) an Eligible Assignee, or (b) an Event of Default then exists). Borrower shall grant or deny its consent within ten (10) Business Days after request therefor (and if denying consent, shall specify in reasonable detail the date basis of its denial) and Borrower shall be deemed to have consented if Borrower shall fail to reply within such period. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent and upon which the predecessor Servicer recordation of a written designation and acceptance, Agent’s resignation shall become unable effective and such successor Agent shall thereupon succeed to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event become vested with all of the Servicer’s termination hereunderrights, the Indenture Trustee shall appoint a Successor Servicerpowers, which shall be any established institution having a net worth privileges and duties of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the ReceivablesAgent, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee retiring Agent shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released discharged from the its duties and obligations hereunder and under the other Loan Documents other than its liability, if any, for duties and obligations accrued prior to its retirement. After any retiring Agent’s resignation hereunder as an administrative agent, the provisions of this Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Successor Servicer, such release effective upon an administrative agent hereunder and under the other Loan Documents. The new Agent shall promptly deliver to Borrower a copy of the resignation and acceptance. If no successor Agent has accepted appointment as Agent by the effective date of a retiring Agent’s resignation or removal, the servicing agreement entered into between the Successor Servicer retiring Agent’s resignation or removal shall nevertheless be effective and the Issuer.Lender or Lenders, as applicable, with the greatest Ratable Share (whether or not the Ratable Share of each such Lender is equal to or greater than the Agent Minimum Hold) shall perform all of the duties of Agent hereunder until such time, if any, as the Lender appoints a successor Agent as provided for above; provided, however, that if two (2) or more Lenders then hold the greatest Ratable Share of the Loan, such successor Agent shall be one of such Lenders as chosen by a vote of the requisite Lenders. [NO FURTHER TEXT ON THIS PAGE]

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice Servicing Fee and reimbursement of terminationexpenses as provided herein, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination hereunder, the Indenture Trustee Issuer shall appoint a Successor Servicerappoint, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar subject to the Receivablesapproval of the NHPUC, a successor Servicer, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to assumption. If within 30 days after the Owner Trustee and delivery of the Indenture Trustee. In Termination Notice, the event that Issuer shall not have obtained such a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionnew Servicer, the Indenture Trustee without further action shall automatically be appointed (acting at the Successor Servicer and written direction of the Indenture Trustee shall be entitled Holders of Rate Reduction Bonds evidencing a majority of the Outstanding Amount of the Rate Reduction Bonds) may appoint (subject to the Total Servicing Fee. Notwithstanding approval of the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint NHPUC) or petition the NHPUC or a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee A Person shall qualify as a successor Servicer only if (i) such Person is authorized and empowered permitted under NHPUC Regulations to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person assumes in writing the obligations of acting as Successor Servicer, such release effective upon the effective date of the Servicer hereunder or enters into a servicing agreement entered into between with the Successor Servicer and Issuer having substantially the Issuersame provisions as this Agreement.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Servicing Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Servicing Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee shall at the written direction and with the consent of the Holders of a majority of the Outstanding Amount of the Securitization Bonds, shall, subject to the terms of the Intercreditor Agreement, appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. In If, within thirty (30) days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may, at the Successor Servicer and direction of the Indenture Trustee shall be entitled to Holders of a majority of the Total Servicing Fee. Notwithstanding Outstanding Amount of the aboveSecuritization Bonds, petition the Indenture Trustee shall, if it shall be unwilling Commission or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution a successor Servicer under this Servicing Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under Commission Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied, (iii) such Person enters into a servicing agreement with the Issuer having a net worth substantially the same provisions as this Servicing Agreement and (iv) such Person agrees to perform the obligations of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this the Intercreditor Agreement. In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon On and after the Servicer’s receipt occurrence of notice a Servicer Termination Event, or the failure of termination ContiMortgage to be renewed as Servicer pursuant to Section 8.01 8.20(j) hereof, , or a resignation of the Servicer’s resignation Servicer as evidenced by an opinion of counsel as described in accordance with Section 8.20(e) hereof, then the terms Master Servicer if it is then acting, within 60 days of this Agreementthe occurrence of such event, shall have a successor servicer in place to be the predecessor successor in all respects to the Servicer shall continue to perform in its functions capacity as Servicer under this AgreementAgreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, in duties and liabilities relating thereto placed on the case Servicer by the terms and provisions hereof; provided, however, that the successor servicer shall not be liable for any actions of termination, only until the date specified in such termination notice or, if no such date is specified any servicer prior to it. If a successor servicer cannot be retained in a notice timely manner, then the Master Servicer shall act as the successor Servicer, or if the Master Servicer is not then acting or cannot act as the successor servicer (as evidenced by an opinion of termination, until receipt of such notice and, in counsel delivered by the case of resignation, until the later of (i) the date sixty (60) days from the delivery Master Servicer to the Owner Trustee and the Indenture Certificate Insurer), then the Trustee of written notice of such resignation (or written confirmation of such noticex) may solicit bids for a successor servicer as described in accordance with the terms of this Agreement clause (b) below, and (iiy) pending the date upon appointment of a successor servicer as a result of soliciting such bids, shall serve as Servicer . Notwithstanding the foregoing, the parties hereto agree that the Master Servicer, in its capacity as successor servicer, immediately will assume all of the obligations of the Servicer to make Delinquency Advances, Servicing Advances and to pay Compensating Interest and the Master Servicer will assume the other duties of the Servicer as soon as practicable, but in no event later than 60 days after the Servicer Termination Date. If the Master Servicer or the Trustee, as applicable, assumes the responsibilities of the Servicer pursuant to this Section 8.21, then the Master Servicer or the Trustee, as applicable, will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each state the laws of which require licensing or qualification in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent that is so licensed, qualified and in good standing in any such state. Notwithstanding the predecessor foregoing, the Master Servicer, in its capacity as successor Servicer shall become unable to act as Servicernot be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. If the Master Servicer or the Trustee, as specified applicable, serves as successor servicer, then the Master Servicer or the Trustee, as applicable, in the notice of resignation and accompanying Opinion of Counsel. In the event such capacity shall not be liable for any servicing of the Servicer’s termination hereunderHome Equity Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Equity Loans. Any successor servicer, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include Master Servicer or the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled reimbursed for all reasonable costs and expenses incurred in connection with the appointment of the successor servicer and the replacement of the Servicer which reimbursement shall be paid (1) first, by the predecessor Servicer, and (2) second, to the Total Servicing Fee. Notwithstanding extent that any such costs and expenses are not promptly reimbursed by the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablespredecessor servicer, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not described in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the IssuerSection 7.03(b)(viii)(b) hereof.

Appointment of Successor. (a) Upon receipt by the Servicer’s receipt Master Servicer or the Administrator, as the case may be, of notice of termination (or, with respect to the Master Servicer of partial termination) pursuant to Section 8.01 8.01, or the Servicer’s resignation by the Master Servicer or the Administrator, as the case may be, in accordance with the terms of this Agreement, the predecessor Master Servicer or Administrator, as the case may be, shall continue to perform its functions as Master Servicer or Administrator, as the case may be, under this Agreement or under this Agreement and the Administration Agreement, as the case may be, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 120 days from the delivery to the Owner Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Master Servicer or Administrator, as the case may be, shall become unable to act as ServicerMaster Servicer or Administrator, as the case may be, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder(or, with respect to the Master Servicer of partial termination) hereunder of a Master Servicer or the Administrator, as the case may be, the Indenture Trustee Issuer shall appoint a Successor Servicerappoint, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar (x) with respect to the ReceivablesGroup I Notes, provided that the Rating Agency Condition is satisfied, or (y) with respect to the Group II Notes, with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), a successor Master Servicer (with respect to the affected group or groups of Financed Student Loans) or Administrator, as the case may be, acceptable to the Indenture Trustee, and the Successor successor Master Servicer or Administrator, as the case may be, shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Master Servicer or Administrator, as the case may be, has not been appointed at the time when the predecessor Master Servicer or Administrator, as the case may be, has ceased to act as Master Servicer or Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Master Servicer or Administrator, as the case may be, and the Indenture Trustee shall be entitled to the Total applicable portion of the Master Servicing Fee or the Administration Fee, as the case may be. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, in each case with the consent of the Securities Insurer which consent shall not be unreasonably withheld, any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the Master Servicer under this Agreement or to the Administrator under this Agreement and the Administration Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the appointment of any such successor Master Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 14.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which successor Servicer shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar reasonably acceptable to the ReceivablesInsurer (so long as the Insurer is not in default of its obligations under the Policy), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 14.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Feesuccessor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable, or if it is unwilling or legally unable so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution financial institution, having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewithAgreement and which financial institution is, in the case of appointment by the Owner Trustee, reasonably acceptable to the Insurer and the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the IssuerTrustee.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Servicing Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Servicing Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a Successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee may at the written direction, and with the consent of the Holders of at least a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds or of the Kansas Commission shall appoint a Successor Servicer, Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer, the Kansas Commission and the Rating Agencies. In If within 30 days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may at the Successor Servicer and direction of the Indenture Trustee shall be entitled to Holders of not less than a majority of the Total Servicing Fee. Notwithstanding Securitized Utility Tariff Bonds, petition the above, the Indenture Trustee shall, if it shall be unwilling Kansas Commission or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Successor Servicer under this Servicing Agreement. Except as permitted by Section 6.03, a Person shall qualify as a Successor Servicer only if (i) such Person is permitted under Kansas Commission Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied, and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Servicing Agreement. In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial be liable for its appointment of a Successor Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between Indenture. Notwithstanding the foregoing, no Successor Servicer shall begin providing service until (i) the date the Kansas Commission approves the appointment of the Successor Servicer and or (ii) if the IssuerKansas Commission does not act to either approve or reject the appointment within 30 days after notice of such proposed appointment is given to the Kansas Commission.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section SECTION 8.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, pending the appointment of and acceptance by a successor Servicer, the Indenture Trustee without further action shall automatically be appointed and serve as the Successor successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing FeeFee and the Servicer's Yield. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution who has demonstrated its capability to service the Receivables to the satisfaction of the Indenture Trustee, as the successor to the Servicer under this Agreement, having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to comparable with the Receivables, as the successor to the Servicer under this Agreement. In connection therewithThe Indenture Trustee, the Indenture Trustee is authorized and empowered to offer such acting in its capacity as successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date and any successor Servicer appointed by it, shall have no responsibility or obligation (i) for any breach by any predecessor Servicer of the servicing agreement entered into between the Successor any of its representations and warranties, or (ii) any acts or omissions of CFSC or any other Servicer and the Issuerprior to its termination.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomotive receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee shall may, or, at the written direction and with the consent of the Holders of at least a majority of the Outstanding Amount of the System Restoration Bonds, shall, appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. In If within thirty (30) days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may petition the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling PUCT or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under PUCT Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement (as the System Restoration Bond Servicer). In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Servicing Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in Servicing Agreement and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee shall may, at the written direction and with the consent of the Holders of a majority of the Outstanding Amount of the Deferred Fuel Cost Bonds, appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. In If, within 30 days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may, at the Successor Servicer and direction of the Indenture Trustee shall be entitled to Holders of a majority of the Total Servicing Fee. Notwithstanding Outstanding Amount of the aboveDeferred Fuel Cost Bonds, petition the Indenture Trustee shall, if it shall be unwilling Commission or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Servicing Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under any applicable Commission Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Servicing Agreement. In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointmentThe Indenture Trustee’s fees, costs and expenses (including any attorneys’ fees and expenses and court costs) incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon On and after the Servicer’s receipt of time the Servicer receives a notice of termination pursuant to Section 8.01 10.2, upon non-extension of the servicing term as referred to in Section 4.14, or upon the Servicer’s resignation in accordance with of the terms of this AgreementServicer pursuant to Section 9.6, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of expiration and non-renewal of the term of the Servicer upon the expiration of such term, and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of termination of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Norwest Bank Minnesota, National Association, as Standby Servicer, which shall be any established institution having a net worth assume the obligations of not less than $25,000,000 and whose regular business shall include Servicer hereunder on the servicing of receivables similar date specified in such written notice (the "Assumption Date") pursuant to the ReceivablesServicing Assumption Agreement or, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that the Note Insurer shall have determined that a Successor Person other than the Standby Servicer has not been appointed at shall be the time when the predecessor Servicer has ceased to act as successor Servicer in accordance with Section 10.2, on the date of the execution of a written assumption agreement by such Person to serve as successor Servicer. Notwithstanding the Standby Servicer's assumption of, and its agreement to perform and observe, all duties, responsibilities and obligations of CPS as Servicer under this SectionAgreement arising on and after the Assumption Date, the Indenture Trustee Standby Servicer shall not be deemed to have assumed or to become liable for, or otherwise have any liability for, any duties, responsibilities, obligations or liabilities of CPS or any predecessor 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 further action shall automatically be appointed limitation, any liability for, any duties, responsibilities, obligations or liabilities of CPS or any predecessor Servicer arising on or before the Successor Assumption Date under Section 4.7 or 9.2 of this Agreement, regardless of when the liability, duty, responsibility or obligation of CPS or any predecessor Servicer and therefore arose, whether provided by the Indenture Trustee shall be entitled to the Total Servicing Feeterms of this Agreement, arising by operation of law or otherwise. Notwithstanding the above, if the Indenture Trustee shall, if it Standby Servicer shall be unwilling or legally unable so or unwilling to actact as Servicer, appoint and an Insurer Default shall have occurred and be continuing, the Standby Servicer, the Trustee or a Security Majority may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, Eligible Servicer as the successor to the Servicer under this AgreementServicer. In connection therewithPending appointment pursuant to the preceding sentence, the Indenture Trustee Standby Servicer shall act as successor Servicer unless it is authorized legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and empowered accepted such appointment. Subject to offer such Section 9.6, no provision of this Agreement shall be construed as relieving the Standby Servicer of its obligation to succeed as successor servicer compensation up to, but not in excess ofServicer upon the termination of the Servicer pursuant to Section 10.2, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable resignation of the Servicer pursuant to Section 9.6 or the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date non-extension of the servicing agreement entered into between term of the Successor Servicer, as referred to in Section 4.14. If upon the termination of the Servicer and pursuant to Section 10.2 or the Issuerresignation of the Servicer pursuant to Section 9.6, the Controlling Party appoints a successor Servicer other than the Standby Servicer, the Standby Servicer shall not be relieved of its duties as Standby Servicer hereunder.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee may at the written direction and with the consent of the Holders of at least a majority of the Outstanding Amount of the Phase-In-Recovery Bonds shall appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. In If within thirty (30) days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may petition the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling Commission or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under Commission Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied, (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement, and (iv) such Person agrees to perform the obligations of the Servicer under each Intercreditor Agreement; provided, however, if there is an Electric Distribution Utility that is willing and able to perform the functions of Servicer, such Electric Distribution Utility shall become the Successor Servicer. In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination termination, pursuant to Section 8.01 8.1 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's termination hereunder, the Indenture Trustee shall, provided it is not unwilling or unable to act, become the successor Servicer and assume the obligations of the Servicer hereunder and, unless an Insurer Default shall have occurred and be continuing, shall accept its appointment by a written assumption in form acceptable to the Security Insurer. Notwithstanding the above, the Trustee, with the prior written consent of the Security Insurer, or the Security Insurer shall, if the Trustee shall appoint be unwilling or legally unable so to act, appoint, or petition a Successor Servicercourt of competent jurisdiction to appoint, which shall be any established institution having a net worth of not less than $25,000,000 50,000,000 and whose regular business shall include the servicing of automotive receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such Any successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable Servicer shall be acceptable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the IssuerSecurity Insurer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the 57 (Nissan 2014-B Sale and Servicing Agreement) delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer acting upon the direction of Holders of Certificates evidencing not less than a majority of the Certificate Balance) shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture TrusteeTrustee and shall provide in writing the information reasonably required by the Seller to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer acting upon the direction of Holders of Certificates evidencing not less than a majority of the Certificate Balance) shall, if it shall be is unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon On and after the Servicer’s receipt of time the Master Servicer receives a notice of termination pursuant to Section 8.01 10.2 or upon the Servicer’s resignation in accordance with of the terms of this AgreementMaster Servicer pursuant to Section 9.6, the predecessor Master Servicer shall continue to perform its all servicing functions as Servicer under this Agreement, in the case of termination, only Agreement until the date specified in such termination notice or, if no or until such resignation becomes effective or until a date is specified in a notice of termination, until receipt of such notice and, in mutually agreed upon by the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee Master Servicer and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of CounselTrustee. In the event of the Servicer’s termination hereunder, the The Indenture Trustee shall as promptly as possible after such termination or resignation appoint an Eligible Servicer as a successor servicer (the "Successor Master Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables"), and the such Successor Master Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in a form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Master Servicer has not been appointed or has not accepted its appointment at the time when the predecessor Master Servicer has ceased ceases to act as Servicer in accordance with this SectionMaster Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Master Servicer. The Indenture Trustee shall be entitled may delegate any of its servicing obligations to the Total Servicing Feean Affiliate or agent in accordance with Section 9.5. Notwithstanding the aboveforegoing, the Indenture Trustee shall, if it shall be unwilling or is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having qualifying as an Eligible Servicer as the Successor Master Servicer hereunder. The Indenture Trustee shall give prompt notice to each Rating Agency upon the appointment of a net worth of not less than $25,000,000 and whose regular business shall include Successor Master Servicer. The Indenture Trustee or the servicing of receivables similar to the ReceivablesSuccessor Master Servicer, as the case may be, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except as otherwise stated herein. In connection therewith, the The Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, or the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Master Servicer, as the case may be, shall take such release effective action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Successor Master Servicer shall be subject to termination under Section 10.2 upon the effective date occurrence of the servicing agreement entered into between the Successor any Master Servicer and the IssuerTermination Event applicable to it as Master Servicer.

Appointment of Successor. (a) Upon the Servicer’s 's receipt of notice of termination pursuant to Section 8.01 10.01 or the Servicer’s 's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s 's resignation or termination hereunder, the Indenture Trustee shall appoint a Successor successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that If a Successor successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 10.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Feesuccessor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established institution institution, having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee may at the written direction and with the consent of the Holders of at least a majority of the Outstanding Amount of the Transition Bonds shall appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. In If within thirty (30) days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may petition the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling PUCT or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under PUCT Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement (as the Transition Bond Servicer). In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Account as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon On and after the Servicer’s receipt of date the Servicer receives a notice of termination pursuant to Section 8.01 9.01 hereof or is terminated pursuant to Section 9.01(c) hereof, or the Servicer’s Owner Trustee receives the resignation in accordance with of the terms Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by Section 8.04 hereof, or the Servicer is removed as servicer pursuant to this AgreementArticle IX, the predecessor then, Backup Servicer shall continue to perform its functions as automatically succeed and assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement, Agreement shall pass to and be vested in the case of terminationBackup Servicer. As compensation therefor, only until the date specified in such termination notice orBackup Servicer shall be entitled to the Servicing Fee, if no such date is specified in a notice of termination, until receipt of such notice and, together with other servicing compensation in the case form of resignationassumption fees, until late payment charges or otherwise as provided herein; including, without limitation, expenses incurred by the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) Backup Servicer in accordance connection with the terms transition of this Agreement and the servicing obligations (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel“Transition Costs”). In the event of that there is no Backup Servicer or the Servicer’s termination hereunderBackup Servicer is unable to assume such obligations on such date, the Indenture Trustee shall appoint submit to CapitalSource the name of a proposed successor servicer (the “Successor Servicer”). CapitalSource shall have the right to reject one proposed Successor Servicer within two (2) Business Days of the Indenture Trustee’s submission and, which upon such rejection CapitalSource shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar have no further consent rights with respect to the Receivablesappointment of any Successor Servicer. If CapitalSource shall not have rejected such proposed Successor Servicer within such two (2) Business Day period, and the Indenture Trustee shall, as promptly as possible, appoint such Successor Servicer as servicer hereunder so long as such proposed Successor Servicer is acceptable to the Initial Noteholder. The Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in a form acceptable to the Owner Indenture Trustee and the Indenture TrusteeNoteholders. In the event that a Successor Servicer has not been appointed accepted its appointment at the time when the predecessor Servicer has ceased ceases to act as Servicer in accordance with this SectionServicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution financial institution, having a net worth of not less than United States $25,000,000 50,000,000 and whose regular business shall include includes the servicing of receivables loans similar to the ReceivablesLoans, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuerhereunder.

Appointment of Successor. (a) Upon receipt by the Servicer’s receipt Master Servicer or the Administrator, as the case may be, of notice of termination pursuant to Section 8.01 8.01, or the Servicer’s resignation by the Master Servicer or the Administrator, as the case may be, in accordance with the terms of this Agreement, the predecessor Master Servicer or Administrator, as the case may be, shall continue to perform its functions as Master Servicer or Administrator, as the case may be, under this Agreement or under this Agreement and the Administration Agreement, as the case may be, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date sixty (60) 120 days from the delivery to the Owner Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Master Servicer or Administrator, as the case may be, shall become unable to act as ServicerMaster Servicer or Administrator, as the case may be, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunderhereunder of a Master Servicer or the Administrator, as the case may be, the Indenture Trustee Issuer shall appoint appoint, with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), a Successor Servicersuccessor Master Servicer or Administrator, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include as the servicing of receivables similar case may be, acceptable to the ReceivablesIndenture Trustee, and the Successor successor Master Servicer or Administrator, as the case may be, shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor successor Master Servicer or Administrator, as the case may be, has not been appointed at the time when the predecessor Master Servicer or Administrator, as the case may be, has ceased to act as Master Servicer or Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor successor Master Servicer or Administrator, as the case may be, and the Indenture Trustee shall be entitled to the Total applicable portion of the Master Servicing Fee or the Administration Fee, as the case may be. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, in each case with the consent of the Securities Insurer which consent shall not be unreasonably withheld, any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesstudent loans, as the successor to the a Master Servicer under this Agreement or to the Administrator under this Agreement and the Administration Agreement. In connection therewith; provided, however, that such right to appoint or to petition for the appointment of any such successor Master Servicer shall in no event relieve the Indenture Trustee is authorized and empowered to offer from any obligations otherwise imposed on it under the Basic Documents until such successor servicer compensation up to, but not has in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon fact assumed such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer acting upon the direction of Holders of Certificates evidencing not less than a majority of the Certificate Balance) 51 (Nissan 2016-B Sale and Servicing Agreement) shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture TrusteeTrustee and shall provide in writing the information reasonably required by the Seller to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Base Servicing Fee. Notwithstanding the above, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer acting upon the direction of Holders of Certificates evidencing not less than a majority of the Certificate Balance) shall, if it shall be is unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination a Termination Notice pursuant to Section 8.01 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in and shall be entitled to receive the case requisite portion of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationServicing Fee, until receipt of such notice and, in the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Servicer shall become unable to act have assumed in writing the obligations of the Servicer hereunder as Servicer, as specified in the notice of resignation and accompanying Opinion of Counseldescribed below. In the event of the Servicer’s termination removal or resignation hereunder, the Indenture Trustee may at the written direction and with the consent of the Holders of at least a majority of the Outstanding Amount of the Investment Recovery Bonds shall appoint a Successor Servicer, successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesunreasonably withheld), and the Successor successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form reasonably acceptable to the Owner Trustee Issuer and the Indenture TrusteeTrustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. In If within 30 days after the event that delivery of the Termination Notice, a Successor new Servicer has shall not have been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Sectionappointed, the Indenture Trustee without further action shall automatically be appointed may petition the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling LPSC or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreement. Except as permitted by Section 6.03, a Person shall qualify as a successor Servicer only if (i) such Person is permitted under LPSC Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement (as the Investment Recovery Bond Servicer). In connection therewith, no event shall the Indenture Trustee is authorized and empowered to offer such be liable for its appointment of a successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the Indenture Trustee will be released sole expense of the Issuer and payable from the duties and obligations of acting Collection Accounts as Successor Servicer, such release effective upon the effective date provided in Section 8.02 of the servicing agreement entered into between the Successor Servicer and the IssuerIndenture.

Appointment of Successor. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (i) the date sixty (60) 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor Servicer shall 57 (Nissan 2012-B Sale and Servicing Agreement) accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture TrusteeTrustee and shall provide in writing the information reasonably required by the Seller to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. In the event that If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionSection 8.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be is unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 100,000,000 and whose regular business shall include the servicing of receivables similar to the Receivablesautomobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement. In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

Appointment of Successor. (a) Upon The Seller and the Servicer’s Trustee hereby appoint, and Xxxxx Fargo Bank Minnesota, National Association, hereby accepts appointment, on behalf of itself or an affiliate, upon receipt by the Servicer of a notice of termination pursuant to Section 8.01 or upon resignation of the Servicer pursuant to Section 7.04(i), to be the successor (the "Successor Servicer’s resignation ") in accordance with all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession; provided, however, that, without affecting the immediate termination of this Agreementthe rights of the Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the "Transition Period") before the servicing transfer is fully effected. During the Transition Period, neither the Successor Servicer nor the Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the predecessor Successor Servicer shall continue be entitled to perform its functions such compensation as the Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, would have been entitled to hereunder if no such date is specified in a notice of terminationtermination had been given. Notwithstanding the above, until receipt of such notice and, in if the case of resignation, until the later of (i) the date sixty (60) days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (Successor Servicer is unwilling or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become legally unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereundersuccessor servicer, the Indenture Trustee shall may appoint or petition a Successor Servicercourt of competent jurisdiction to appoint, which shall be any established institution housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, and the Successor that is an Approved Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreementhereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Certificates by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Successor Servicer is prohibited by law from so acting, the Successor Servicer shall act in such capacity as hereinabove provided. In connection therewithwith such appointment and assumption, the Indenture successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.08 (or such lesser compensation as the Trustee is authorized and empowered to offer such successor servicer compensation up to, but shall agree). The appointment of a successor Servicer shall not in excess of, affect any liability of the Total Servicing Fee and other servicing compensation specified in predecessor Servicer which may have arisen under this Agreement prior to its termination as payable Servicer to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the initial Servicer. Upon such appointmentTrustee pursuant to Section 7.06, the Indenture Trustee will nor shall any successor Servicer be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date liable for any acts or omissions of the servicing agreement entered into between predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee or a successor Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Successor Mortgage Loans or (ii) for any acts or omissions of a predecessor Servicer during the Transition Period. The Trustee and the Issuersuch successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Appointment of Successor. (a) Upon On and after the Servicer’s receipt of date the Servicer receives a notice of termination pursuant to Section 8.01 SECTION 10.01 hereof, or the Servicer’s Indenture Trustee receives the resignation in accordance with of the terms Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by SECTION 9.04 hereof, or the Servicer is removed as servicer pursuant to this AgreementArticle X or SECTION 4.01(f)(ii), then, subject to SECTION 4.07 hereof, the predecessor Majority Noteholders shall appoint a successor servicer to be the successor in all respects to the Servicer shall continue to perform in its functions capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the successor servicer shall not be liable for any actions of any servicer prior to it. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Loans which the Servicer would have been entitled to receive from the Collection Account pursuant to SECTION 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise as provided in SECTION 7.03 hereof. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to SECTION 10.01 hereof but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the successor servicer. The compensation of any successor servicer appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Agreement, as shall be reasonably necessary to effect any such succession. Any costs or expenses incurred by the Indenture Trustee in connection with the case termination of terminationthe Servicer and the succession of a successor servicer shall be an expense of the outgoing Servicer and, only until to the date specified in such termination notice orextent not paid thereby, if no such date is specified in a notice of termination, until receipt an expense of such notice andsuccessor servicer. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the successor servicer all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the successor servicer all amounts which then have been or should have been deposited in any Trust Account maintained by the Servicer or which are thereafter received with respect to the Loans. No successor servicer shall be held liable by reason of any failure to make, or any delay in the case of resignationmaking, until the later of any distribution hereunder or any portion thereof caused by (i) the date sixty failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it or (60ii) days from restrictions imposed by any regulatory authority having jurisdiction over the delivery Servicer hereunder. No appointment of a successor to the Owner Trustee and the Indenture Trustee of Servicer hereunder shall be effective until written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer proposed appointment shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, have been provided by the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the ReceivablesInitial Noteholder, the Issuer and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee Depositor and the Indenture Trustee. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this SectionDepositor, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer Majority Noteholders and the Indenture Trustee Issuer shall be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Receivables, as the successor to the Servicer under this Agreementhave consented in writing thereto. In connection therewithwith such appointment and assumption, the Indenture Trustee is authorized and empowered to offer Majority Noteholder may make such arrangements for the compensation of such successor servicer compensation up to, but not in excess of, out of payments on the Total Servicing Fee Loans as they and other servicing compensation specified in this Agreement as payable to the initial Servicer. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuersuccessor servicer shall agree.