Common use of Appointment of Successor Clause in Contracts

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party (acting may, or at the written direction of the Majority Noteholders) shall Noteholders shall, appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party (acting may, or at the written direction of the Majority Noteholders) shall Noteholders shall, appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.

Appointment of Successor. (a) On and after Upon the time the Servicer receives Servicer’s receipt of a notice of termination Termination Notice pursuant to Section 9.2 7.01 or upon 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 and shall be entitled to receive the requisite portion of the Servicing Fee, until a successor Servicer shall have assumed in writing the obligations of the Servicer pursuant to Section 8.6hereunder as described below. In the event of the Servicer’s removal or resignation hereunder, the Controlling Party (acting Indenture Trustee may, at the written direction and with the consent of the Majority Noteholders) shall Holders of a majority of the Outstanding Amount of the Securitization Bonds shall, but subject to the provisions of the Intercreditor Agreement, appoint an eligible servicer as a successor Servicer or with the Issuer’s prior written consent thereto (which consent shall not be unreasonably withheld), and the successor Servicer shall accept its appointment by a written assumption in form reasonably acceptable to the Issuer and the Indenture Trustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. If, within 30 days after the delivery of the Termination Notice, a new Servicer shall not have been appointed, the Indenture Trustee may petition the Commission or a court of competent jurisdiction to appoint a successor Servicer under this Servicing Agreement. A Person that it determines shall qualify as a successor Servicer only if (i) such Person is competent 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 Servicing Agreement and (iv) such Person agrees to perform the obligations of the Servicer hereunder as under the Intercreditor Agreement. In no event shall the Indenture Trustee be liable for its appointment of a successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing sole expense of the Receivables to Issuer and payable from the successor Servicer and amending this agreement to reflect such succession Collection Account as Servicer pursuant to this provided in Section shall be paid by 8.02 of the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunderIndenture.

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 10.2 or upon the resignation of the Servicer pursuant to Section 8.69.6, the Controlling Party Servicer shall continue to perform all servicing functions under this Agreement until the date specified in such termination notice or until such resignation becomes effective or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after such termination or resignation appoint an Eligible Servicer as a successor servicer (acting the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form reasonably acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the written direction time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 9.5. Notwithstanding the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform any established institution qualifying as an Eligible Servicer as the duties of Successor Servicer hereunder. The Indenture Trustee or the Servicer hereunder Successor Servicer, as successor Servicer. Pending appointment pursuant to the preceding sentencecase may be, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement Agreement, except as otherwise stated herein. The Trust Collateral Agent and such successor Indenture Trustee or the Successor Servicer, as the case may be, shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor The Successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 10.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.

Appointment of Successor. (a) On and after Upon the time the Servicer receives Servicer’s receipt of a notice of termination Termination Notice pursuant to Section 9.2 7.01 or upon 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 and shall be entitled to receive the requisite portion of the Servicing Fee, until a successor Servicer shall have assumed in writing the obligations of the Servicer pursuant to Section 8.6hereunder as described below. In the event of the Servicer’s removal or resignation hereunder, the Controlling Party Indenture Trustee may, or, at the written direction and with the consent of the Holders of a majority of the Outstanding Amount of the Securitization Bonds, shall, but subject to the provisions of the Intercreditor Agreement, appoint a successor Servicer with the Issuer’s prior written consent thereto (acting which consent shall not be unreasonably withheld), and the successor Servicer shall accept its appointment by a written assumption in form reasonably acceptable to the Issuer and the Indenture Trustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. If, within 30 days after the delivery of the Termination Notice, a new Servicer shall not have been appointed, the Indenture Trustee may, at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer Holders of a majority of the Outstanding Amount of the Securitization Bonds, petition the Commission or may petition a court of competent jurisdiction to appoint a successor Servicer under this Servicing Agreement. A Person that it determines shall qualify as a successor Servicer only if (i) such Person is competent 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 Servicing Agreement and (iv) such Person agrees to perform the obligations of the Servicer hereunder as under the Intercreditor Agreement. In no event shall the Indenture Trustee be liable for its appointment of a successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing sole expense of the Receivables to Issuer and payable from the successor Servicer and amending this agreement to reflect such succession Collection Account as Servicer pursuant to this provided in Section shall be paid by 8.02 of the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunderIndenture.

Appointment of Successor. (a) On and after Upon the time the Servicer receives Servicer’s receipt of a notice of termination Termination Notice pursuant to Section 9.2 7.01 or upon 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, and shall be entitled to receive the requisite portion of the Servicing Fee, until a successor Servicer shall have assumed in writing the obligations of the Servicer pursuant to Section 8.6hereunder as described below. In the event of the Servicer’s removal or resignation hereunder, the Controlling Party (acting Indenture Trustee shall, at the written direction and with the consent of the Majority Noteholders) shall Holders of at least a majority of the Outstanding Amount of the Storm Recovery Bonds, appoint an eligible servicer as a successor Servicer or with the Issuer’s prior written consent thereto (which consent shall not be unreasonably withheld), and the successor Servicer shall accept its appointment by a written assumption in form reasonably acceptable to the Issuer and the Indenture Trustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. If within thirty (30) days after the delivery of the Termination Notice, a new Servicer shall not have been appointed, the Indenture Trustee may petition the APSC or a court of competent jurisdiction to appoint a successor Servicer under this Agreement. A Person that it determines shall qualify as a successor Servicer only if (i) such Person is competent permitted under APSC 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 (as the Servicer hereunder as of the Storm Recovery Bonds) and (iv) the APSC approves the appointment of such Person. In no event shall the Indenture Trustee be liable for its appointment of a successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing sole expense of the Receivables to Issuer and payable from the successor Servicer and amending this agreement to reflect such succession Collection Account as Servicer pursuant to this provided in Section shall be paid by 8.02 of the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunderIndenture.

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to [Section 8.6, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer] / [Section 8.7], the Backup Servicer (unless the Majority Noteholders shall have exercised its option pursuant to Section 9.3(b) to appoint an alternate successor Servicer)] shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the other Basic Documents and the transactions set forth or provided for in this AgreementAgreement and the other Basic Documents, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement and the other Basic Documents except as otherwise stated hereinherein or therein, as applicable. The Trust Collateral Agent Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. [If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent Indenture Trustee or other eligible successor servicer appointed by the Trust Collateral Agent Indenture Trustee and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent Indenture Trustee is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent Indenture Trustee will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.]

Appointment of Successor. (a) On and after the time date the Servicer receives a notice of termination pursuant to Section 9.2 15.01 hereof, or upon the Owner Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by Section 14.04 hereof, or the Servicer is removed as servicer pursuant to this Article XV or Section 8.65.01, then, the Controlling Party (acting at the written direction of the Majority Noteholders) Certificateholders shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions 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 this Agreement except 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 -135- 143 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 7.01(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 stated as provided in Section 5.16 hereof. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to Section 15.01 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 Owner 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 Trust Collateral Agent Owner Trustee, the Trust, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Agreement, as shall be reasonably necessary to effectuate effect any such succession. If Any costs or expenses incurred by the Owner Trustee in connection with the termination of the Servicer and the succession of a successor Servicer is acting as Servicer hereunder, it servicer shall be subject an expense of the outgoing Servicer and, to the extent not paid thereby, an expense of such successor servicer. The Servicer agrees to cooperate with the Owner Trustee and any successor servicer in effecting the termination under Section 9.2 upon 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. Upon the occurrence of an Event of Default, the Majority Certificateholders shall have the right to order the Servicer's Loan Files and all other files of the Servicer relating to the Loans and all other records of the Servicer and all documents relating to the Loans which are then or may thereafter come into the possession of the Servicer or any third party acting for the Servicer Termination Event applicable (including, without limitation, computer programs, tapes, disks, data processing software and related property and rights) to be delivered to such custodian or servicer as it selects and the Servicer shall deliver to such custodian or servicer such assignments as the Majority Certificateholders shall request. No successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it as Serviceror (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. If no Person has accepted its No appointment as of a successor to the Servicer when hereunder shall be effective until written notice of such proposed appointment shall have been provided by the predecessor Servicer ceases Owner Trustee to act as Servicer in accordance with Section 9.2 or Section 8.6the Initial Class A Certificateholder, the Trust Collateral Agent or other eligible and the Depositor and the Depositor, the Majority Certificateholders and the Trust shall have consented in writing thereto. In connection with such appointment and assumption, the Majority Certificateholder may make such arrangements for the compensation of such successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court out of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer payments on the date that a new Loans as they and such successor servicer agrees to appointment as successor Servicer hereundershall agree.

Appointment of Successor. (a) On and after the time date the Servicer receives a notice of termination pursuant to Section 9.2 9.01 hereof, or upon the Owner Trustee receives the resignation of the Servicer pursuant evidenced by an Opinion of Counsel or accompanied by the consents required by Section 8.04 hereof then the Backup Servicer shall automatically succeed and assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to Section 8.6and be vested in the Backup Servicer. As compensation therefor, the Controlling Party Backup Servicer shall be entitled to the Servicing Fee and the Successor Engagement Fee in addition to reimbursement of expenses incurred by the Backup Servicer in connection with the transition of the servicing obligations (acting at “Transition Costs”); provided, however, in no event shall such Transition Costs exceed $50,000.00 in the aggregate. In the event that there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Indenture Trustee shall submit to Hercules the name of a proposed successor servicer (the “Successor Servicer”). Hercules shall have the right to reject one proposed Successor Servicer within two (2) Business Days of the Indenture Trustee’s submission and, upon such rejection Hercules shall have no further consent rights with respect to the appointment of any Successor Servicer. If Hercules shall not have rejected such proposed Successor Servicer within such two (2) Business Day period, 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 by a written direction of assumption in a form acceptable to the Indenture Trustee and the Majority Noteholders) . In the event that a Successor Servicer has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint any established financial institution, having a Person that it determines is competent to perform the duties net worth of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed not less than United States $50,000,000 and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose regular business includes the servicing of motor vehicle receivablesassets similar to the Transferred Loans, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Successor Servicer hereunder.

Appointment of Successor. (a) On and after the time the a termination of GMACM, as a Servicer receives hereunder or a notice of termination pursuant to Section 9.2 or upon the resignation of GMACM as evidenced by an opinion of counsel as described in Section 8.17(d), then the Servicer pursuant to Section 8.6Trustee, the Controlling Party within sixty (acting at the written direction 60) days of the Majority Noteholders) occurrence of such event, shall appoint an eligible servicer as have a successor Servicer or may petition a court of competent jurisdiction in place to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to GMACM, as the Servicer case may be, in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and such successor Servicer shall be subject to all the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions relating thereto placed on the Servicer GMACM by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such actionhereof; provided, consistent with this Agreementhowever, as shall be necessary to effectuate any such succession. If a that the successor Servicer is acting as Servicer hereunder, it shall not be subject liable for any actions of GMACM prior to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer. The Trustee (x) may solicit bids for a successor Servicer when as described in Section 8.18(b), and (y) pending the predecessor Servicer ceases to act appointment of a successor Servicer, shall serve as Servicer in accordance with Section 9.2 the event of the removal or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicerresignation of any GMACM. Notwithstanding the aboveforegoing, if the Trust Collateral Agent is unwilling or legally unable to act parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of GMACM to make Monthly Advances, Servicing Advances and to pay Compensating Interest with respect to the relevant Mortgage Loans and the Trustee will assume the other duties of GMACM as soon as practicable, but in no event later than sixty (60) days after the Servicer Termination Date. If the Trustee assumes the responsibilities of GMACM pursuant to this Section 8.18, then the Trustee will make reasonable efforts consistent with applicable Law to obtain qualification in order to perform its obligations as Servicer under this Agreement or, alternatively, shall retain an agent that is so licensed, qualified and in good standing in any such state. Notwithstanding the foregoing, the Trustee, in its capacity as successor Servicer shall not be responsible for the lack of information and/or documents that it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes cannot obtain through reasonable efforts. If the servicing of motor vehicle receivables, Trustee serves as successor Servicer, then the Trustee in such capacity shall not be liable for any servicing of the Mortgage Loans prior to its date of appointment as Servicer. All Any successor Servicer or the Trustee shall be reimbursed for all reasonable costs and expenses incurred in connection with transferring the servicing appointment of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section the replacement of GMACM which reimbursement shall be paid (1) if the termination is for cause or pursuant to Section 8.17(b), first, by the predecessor Servicer upon presentation 111 Servicer, but only the cost of reasonable documentation deconversion and transfer of such Servicing Files, and second, to the extent that costs and expenses. The expenses are not reimbursed within 30 days of demand therefor or reimbursable by the predecessor Servicer, as a Trust Collateral Agent will be released Expense, from its duties amounts in the related Collection Account, and obligations as successor Servicer on (2) if the date that a new servicer agrees termination is without cause, pursuant to appointment as successor Servicer hereunderSection 8.17(a), by the Depositor.

Appointment of Successor. (a) On and after the time Servicer Termination Date, WFEFI or the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer if one shall continue to act as Servicer until a successor has have been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all of the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except including for the avoidance of doubt, the indemnification obligations set forth in Section 6.05; provided, however, that the predecessor Servicer shall remain liable for, and WFEFI and the successor Servicer (if any) shall have no liability for, any indemnification obligations of the predecessor Servicer arising as otherwise stated hereina result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer. The Trust Collateral Agent As compensation therefor, WFEFI or the successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees. In connection with such appointment and assumption, WFEFI may make such arrangements for the compensation of such successor out of payments on Portfolio as it and such successor shall agree; provided, however, that without the prior written consent of NFC no such compensation shall be in excess of (on a monthly basis) 1/12th of 1.5% multiplied by the Aggregate Contract Balance as of the last day of the preceding Monthly Period. WFEFI and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Upon termination of the Servicer and after appointment of a successor Servicer, the Servicer is acting as shall reasonably cooperate with such successor Servicer hereunder, it shall be subject to termination under Section 9.2 upon notify all Portfolio Obligors to cease remitting payments to bank accounts and lock boxes controlled by the occurrence of Servicer and to instead remit payment directly to any Servicer Termination Event applicable to it as bank accounts and lock boxes designated by such successor Servicer. If no Person has accepted its appointment as successor at any time on or after the date on which the Servicer when is terminated the predecessor Servicer ceases to act as receives any payment from any Portfolio Obligor, then the Servicer shall receive such payment in accordance trust for WFEFI, and promptly forward the amount of such payment, along with Section 9.2 or Section 8.6, the Trust Collateral Agent copies of any remittances or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted documentation accompanying such appointmentpayment, will, without further action, be automatically appointed to the successor Servicer. Notwithstanding After removal of NFC as servicer, WFEFI or the abovesuccessor Servicer shall deliver to NFC copies of the Servicer’s Report (or such similar report of the successor Servicer) and, if provided such request shall not result in an undue burden on the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it such other information as NFC may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunderreasonably request.

Appointment of Successor. (a) On and after the time the date of a Servicer receives Termination Event (including a notice of Servicer termination pursuant to Section 9.2 SECTION 10.01 hereof, or upon the a resignation of the Servicer as evidenced by an Opinion of Counsel or accompanied by the consents required by SECTION 9.04 hereof, or a removal pursuant to Section 8.6this Article X), then, subject to SECTION 4.07 hereof, the Controlling Party (acting at the written direction Master Servicer, within 60 days of the Majority Noteholders) occurrence of such Servicer Termination Event, shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions 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 this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary any servicer prior to effectuate any such successionit. If a successor servicer cannot be retained in a timely manner, then the Master Servicer is acting shall act as the successor servicer, or if the Master Servicer cannot act as the successor servicer (as evidenced by an Opinion of Counsel delivered by the Master Servicer to the Grantor Trustee and the Indenture Trustee), then the Grantor Trustee shall act as successor 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 Servicing Advances 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 a Servicer Termination Event. If the Master Servicer or the Grantor Trustee, as applicable, assumes the responsibilities of the Servicer pursuant to this SECTION 10.02, then the Master Servicer or the Grantor Trustee, as applicable, will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Property State the laws of which require licensing or qualification in order to perform its obligations as Servicer hereunderhereunder or, alternatively, shall retain an agent that is so licensed, qualified and in good standing in any such Property State. Notwithstanding the foregoing, the Master Servicer, in its capacity as successor Servicer shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. If the Master Servicer or the Grantor Trustee, as applicable, serves as successor servicer, then the Master Servicer or the Grantor Trustee, as applicable, in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable obligations to it as Servicerrepurchase any Home Loans. If no Person has accepted its appointment as The successor Servicer when the predecessor Servicer ceases servicer shall be obligated to act as Servicer in accordance with Section 9.2 or Section 8.6make Servicing Advances hereunder. Any successor servicer, the Trust Collateral Agent Master Servicer or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, Grantor Trustee shall be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reimbursed for all reasonable costs and expenses incurred in connection with transferring the servicing appointment of the Receivables successor servicer and the replacement of the Servicer following a Servicer Termination Event hereunder, which reimbursement shall be paid (1) first, by the Indenture Trustee to the successor Servicer extent that funds are available in the escrow account established pursuant to SECTION 10.01(B) hereof, and amending this agreement to reflect such succession as (2) second, by the Servicer pursuant to this Section shall be paid by SECTION 7.03 hereof, to the predecessor Servicer upon presentation extent of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunderany unpaid reimbursement.

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 5.01, a successor servicer appointed by the Issuer (or upon the resignation if not so appointed within thirty (30) days of the Servicer pursuant to Section 8.6such notice of termination, the Controlling Party (acting at the written direction of the Majority Noteholders) Lender shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted make such appointment. Any successor Servicer ) shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions hereof provided that (i) any failure of this Agreement except the successor Servicer to perform such responsibilities or duties that are caused by the Servicer's failure to provide information or monies required by Section 5.01 shall not be considered a default by the successor servicer, and (ii) the successor servicer shall have no liability for actions or inactions of the predecessor Servicer. As compensation therefor the successor servicer shall be entitled to receive any and all funds which the Servicer would have been entitled to charge the Collection Account if the predecessor Servicer had continued to act hereunder, and all reasonable costs and expenses incurred by the successor servicer in connection with assuming the duties and obligations of the Servicer hereunder shall be paid by the predecessor Servicer pursuant to Section 5.01. Notwithstanding the above, if the Servicer shall resign as otherwise stated herein. The Trust Collateral Agent and such successor provided in Section 4.03, the Issuer shall take such actionactions as may be necessary to cause the appointment of a successor servicer. The successor servicer and the Servicer, as the case may be, shall take such actions, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a Such successor Servicer is acting as Servicer hereunder, it servicer shall be subject to termination under Section 9.2 upon all the occurrence of any responsibilities, duties and liabilities relating thereto placed on the Servicer Termination Event applicable to it as Servicerby the terms and provisions hereof. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible No proposed successor servicer appointed selected by the Trust Collateral Agent Issuer shall become the Servicer hereunder unless and who has accepted until such appointment, will, without further action, be automatically appointed the proposed successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred shall have been approved in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid writing by the predecessor Servicer upon presentation of reasonable documentation of Lender, such costs and expenses. The Trust Collateral Agent will approval not to be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunderunreasonably withheld.

Appointment of Successor. (a) On and after the time date the Servicer receives a notice of termination pursuant to Section 9.2 9.01 hereof, or upon the Owner Trustee receives the resignation of the 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 Article IX or Section 8.64.01(i), then, the Controlling Party (acting at the written direction of the Majority Noteholders) Noteholders shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions 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 this Agreement except 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 stated as provided in Section 4.16 hereof. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to Section 9.01 hereof but shall be entitled to any accrued and unpaid Servicing Compensation 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 Trust Collateral Agent 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 effectuate effect any such succession. If Any costs or expenses incurred by the Indenture Trustee in connection with the termination of the Servicer and the succession of a successor Servicer is acting as Servicer hereunder, it servicer shall be subject an expense of the outgoing Servicer and, to the extent not paid thereby, an expense of such successor servicer. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination under Section 9.2 upon 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. Upon the occurrence of an Event of Default, the Majority Noteholders shall have the right to order the Servicer's Loan Files and all other files of the Servicer relating to the Loans and all other records of the Servicer and all documents relating to the Loans which are then or may thereafter come into the possession of the Servicer or any third party acting for the Servicer Termination Event applicable to be delivered to such custodian or servicer as it selects and the Servicer shall deliver to such custodian or servicer such assignments as the Majority Noteholders shall request. No successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it as Serviceror (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. If no Person has accepted its No appointment as of a successor to the Servicer when hereunder shall be effective until written notice of such proposed appointment shall have been provided by the predecessor Servicer ceases Indenture Trustee to act as Servicer in accordance with Section 9.2 or Section 8.6the Initial Noteholder, the Trust Collateral Agent or other eligible Issuer and the Depositor, ANB, ABC, the Majority Noteholders and the Issuer shall have consented in writing thereto. In connection with such appointment and assumption, the Majority Noteholder may make such arrangements for the compensation of such successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court out of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer payments on the date that a new Loans as they and such successor servicer agrees to appointment as successor Servicer hereundershall agree.

Appointment of Successor. (a) On and after the time date the Servicer receives a notice of termination pursuant to Section 9.2 9.01 hereof, or upon the Owner Trustee receives the resignation of the 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 Article IX or Section 8.64.01(i), then, the Controlling Party (acting at the written direction of the Majority Noteholders) Noteholders shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions 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 this Agreement except 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 otherwise stated if the Servicer had continued to act as servicer hereunder, together with other 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 Trust Collateral Agent 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 effectuate effect any such succession. If Any costs or expenses incurred by the Indenture Trustee in connection with the termination of the Servicer and the succession of a successor Servicer is acting as Servicer hereunder, it servicer shall be subject an expense of the outgoing Servicer and, to the extent not paid thereby, an expense of such successor servicer. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination under Section 9.2 upon 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. Upon the occurrence of an Event of Default, the Majority Noteholders shall have the right to order the Servicer's Loan Files and all other files of the Servicer relating to the Loans and all other records of the Servicer and all documents relating to the Loans which are then or may thereafter come into the possession of the Servicer or any third party acting for the Servicer Termination Event applicable to be delivered to such custodian or servicer as it selects and the Servicer shall deliver to such custodian or servicer such assignments as the Majority Noteholders shall request. No successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it as Serviceror (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. If no Person has accepted its No appointment as of a successor to the Servicer when hereunder shall be effective until written notice of such proposed appointment shall have been provided by the predecessor Servicer ceases Indenture Trustee to act as Servicer in accordance with Section 9.2 or Section 8.6the Initial Noteholder, the Trust Collateral Agent or other eligible Issuer and the Depositor, ANB, ABC, the Majority Noteholders and the Issuer shall have consented in writing thereto. In connection with such appointment and assumption, the Majority Noteholder may make such arrangements for the compensation of such successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court out of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer payments on the date that a new Loans as they and such successor servicer agrees to appointment as successor Servicer hereundershall agree.

Appointment of Successor. (a) On and after In the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation event of the Servicer pursuant to Section 8.6Servicer’s termination hereunder, the Controlling Party (acting Indenture Trustee, as assignee of the Issuer, at the written direction of the Majority Noteholders) Environmental Control Bondholders of a majority of the outstanding principal amount of the Environmental Control Bonds or the PSCWV, shall appoint an eligible servicer as successor a Successor Servicer, and the Successor Servicer or shall accept its appointment by a written assumption in form acceptable to the Issuer and the Indenture Trustee. If, within 30 days after the delivery of the Termination Notice, a Successor Servicer shall not have been appointed and accepted such appointment, the Indenture Trustee may petition a court of competent jurisdiction to appoint a Successor Servicer under this Agreement. A Person that it determines shall qualify as a Successor Servicer only if (i) such Person is competent permitted under PSCWV Regulations to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentenceStatute, the outgoing Financing Order and this Agreement, (ii) the Rating Agency Condition has been satisfied with respect to all Rating Agencies, (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement, and (iv) if applicable, its compensation is approved or acquiesced to by the PSCWV pursuant to Section 5.08(a) hereof. (b) Notwithstanding the Servicer’s receipt of a Termination Notice, pursuant to Section 6.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to act perform its functions as Servicer under this Agreement and shall be entitled to receive the requisite portion of the Servicing Fees, until a successor has been appointed and accepted such Successor Servicer shall have assumed, in writing, the obligations of the Servicer hereunder as described below. (c) Upon appointment. Any successor , the Successor Servicer shall be the successor in all respects to the predecessor 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, duties and liabilities and termination provisions arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Servicing Fees and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement except Agreement. (d) The Successor Servicer may not resign unless it is prohibited from serving as otherwise stated hereinsuch by applicable Requirements of Law. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.SECTION 6.05

Appointment of Successor. (a) On and after the time the receipt by Servicer receives of a notice of termination Termination Notice pursuant to Section 9.2 4.01, Servicer shall continue to perform all servicing functions under this Servicing Agreement until the date specified in the Termination Notice or otherwise specified by Lender or until a date mutually agreed upon by Servicer and Lender. Lender shall as promptly as possible after the resignation giving of a Termination Notice appoint on commercially reasonable terms a third party servicing entity selected by Lender in its sole discretion, or itself on commercially reasonable terms, as the successor servicer of this Servicing Agreement (the “Successor Servicer”), and such Successor CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Servicer, if a third party, shall accept its appointment by a written assumption in a form acceptable to Lender. In the event that a Successor Servicer pursuant to Section 8.6, the Controlling Party (acting has not been appointed or has not accepted its appointment at the written direction of time when Servicer ceases to act as Servicer, Lender, without further action, shall automatically be appointed on commercially reasonably terms the Majority Noteholders) shall appoint an eligible servicer as successor Servicer Successor Servicer. Notwithstanding the foregoing, Lender shall, if it is legally unable or may unwilling so to act, petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform any established institution qualifying as the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Successor Servicer hereunder.

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 10.2 or upon the resignation of the Servicer pursuant to Section 8.69.6, the Controlling Party 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 a successor Servicer has been appointed (acting at the written direction “Assumption Date”). Subject to prior selection of a successor Servicer in accordance with subsection (b) below, in the event of a termination or resignation of the Majority Noteholders) Servicer, Xxxxx Fargo Bank, National Association, as Backup Servicer, shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform automatically assume the duties obligations of the Servicer hereunder as successor Servicer. Pending appointment pursuant to on the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this AgreementAssumption Date, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of in this Agreement except as otherwise stated indicated herein. Notwithstanding the foregoing, if the Backup Servicer is the outgoing Servicer or shall be unwilling or legally unable to act as successor Servicer, the Indenture Trustee shall, at the written direction of Holders of Notes evidencing not less than a majority of the aggregate outstanding Note Balance of the Controlling Class, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor Servicer hereunder. Pending appointment pursuant to the preceding sentence, the Backup Servicer shall act as successor Servicer unless it is legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. The Trust Collateral Agent Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.

Appointment of Successor. In case the Disbursement Agent shall give notice of its resignation or be removed, or shall be dissolved, or shall be in the course of dissolution or liquidation, or shall otherwise be or become incapable of acting as Disbursement Agent, or in case it shall be taken under the control of any public officer or officers, or of a receiver or similar officer appointed by a court, a successor (awhich shall be reasonably satisfactory to the Partnership) On shall be appointed by the Senior Secured Parties. Written notice of such appointment shall immediately be given by the Senior Secured Parties to the Partnership. Any successor Disbursement Agent shall execute and deliver an instrument accepting such appointment and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all rights, powers, duties and obligations of its predecessor, with like effect as if originally named as Disbursement Agent, but such predecessor shall nevertheless, on the written request of the Senior Secured Parties or of the successor, execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in such successor all rights, powers, duties and obligations of such predecessor. If no successor Disbursement Agent has accepted appointment in the manner provided above within sixty (60) days after the time the Servicer receives a Disbursement Agent has given notice of termination pursuant to its resignation as provided in Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.66.4, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or Disbursement Agent may petition a any court of competent jurisdiction to appoint for the appointment of a Person temporary successor Disbursement Agent; provided, however, that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer any Disbursement Agent so appointed shall continue to immediately and without further act as Servicer until be superseded by a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Disbursement Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act Senior Secured Parties as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred provided in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder6.5.

Appointment of Successor. (a) On and after the time the Servicer receives a Upon Servicer's receipt of notice of termination pursuant to Section 9.2 9.2, or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party Insurer (acting at or, if an Insurer Default has occurred and is continuing, the written direction of the Majority NoteholdersIndenture Trustee) shall appoint an eligible servicer as a successor Servicer, and the successor Servicer shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee and the Insurer (so long as no Insurer Default has occurred and is continuing). 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 Section 9.2, the Indenture Trustee without further action shall automatically be appointed the successor Servicer; provided that if the Indenture Trustee is legally unable or unwilling to act as Servicer, and an Insurer Default has occurred and is continuing or the Insurer has failed to appoint a successor Servicer, the Majority Noteholders or the Indenture Trustee may petition a court of competent jurisdiction to appoint any Eligible Servicer as the successor to the Servicer; and provided, further, that the Insurer may appoint a Person that it determines is competent to perform successor Servicer after the duties automatic appointment of the Servicer hereunder Indenture Trustee (so long as successor Servicerno Insurer Default has occurred and is continuing). Pending appointment pursuant to the preceding sentence, the Indenture Trustee will act as successor Servicer unless it is legally unable to do so, in which event the outgoing Servicer shall will continue to act as Servicer until a successor has been appointed and accepted such appointment. Any Upon appointment, the successor Servicer shall will be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall will be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent Indenture Trustee and such successor shall will take such action, consistent with this Agreement, as shall will be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall will be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event Default applicable to it as Servicer. If no Person has accepted its appointment as Any successor Servicer when will be entitled to such compensation (whether payable out of the predecessor Collection Account or otherwise) as the Servicer ceases would have been entitled to act as under this Agreement if the Servicer in accordance with Section 9.2 had not resigned or Section 8.6been terminated hereunder. The Indenture Trustee will not be liable for any Servicing Fee, the Trust Collateral Agent additional compensation or other eligible amounts to be paid to such successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred Servicer in connection with transferring its assumption and performance of the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunderdescribed herein.