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

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent may, Indenture Trustee or at the direction Noteholders evidencing more than 50% of the Majority Noteholders shallvoting interests of the Controlling Class may, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Depositor if given by the such Noteholders) ), terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersServicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expenseorderly and efficient transfer of servicing duties.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party (acting at the written direction of the Majority Noteholders), the successor Servicer shall terminate the Lockbox Agreements and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or Indenture Trustee shall at the direction of the Majority Noteholders, or the Majority Noteholders shallmay, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) Backup Servicer, terminate all of the rights and obligations of the Servicer under this Agreement. On or after As soon as practicable but no later than thirty (30) days following the receipt by the Servicer and the Backup Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholders); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Holding Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party (acting at the written direction of the Majority Noteholders), the successor Servicer shall terminate the Lockbox Account Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the Issuer’s expense. The terminated Servicer shall grant the Trust Collateral AgentIndenture Trustee, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense. All reasonable costs and expenses (including attorneys’ fees and disbursements) incurred by the Backup Servicer in connection with the transfer and assumption of servicing obligations hereunder from the Servicer to the Backup Servicer, as the successor Servicer, converting the Servicer’s data to such party’s computer system and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the terminated Servicer promptly upon presentation of a written invoice setting forth reasonable transition expenses. In no event shall the Backup Servicer, if it becomes the successor Servicer, be responsible for any such transition expenses. If the terminated Servicer fails to pay the transition expenses, the transition expenses shall be payable pursuant to Section 5.7 hereof.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shallNoteholders, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholders); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party (acting at the written direction of the Majority Noteholders), the successor Servicer shall terminate the Lockbox Agreements and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the written direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or Indenture Trustee shall at the direction of the Majority Noteholders, or the Majority Noteholders shallmay, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) Backup Servicer, terminate all of the rights and obligations of the Servicer under this Agreement. On or after As soon as practicable but no later than thirty (30) days following the receipt by the Servicer and the Backup Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholders); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Holding Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.the

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent maySecurity Insurer (or, if an Insurer Default shall have occurred and be continuing, either the Indenture Trustee, the Owner Trustee, or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Backup Servicer and the Owner Trustee if given by the Security Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after (i) the receipt by the Servicer of such written notice, or (ii) the receipt by the Backup Servicer (or any alternate successor servicer appointed by the Security Insurer pursuant to Section 8.3(b)) of written notice or upon termination of from the term of Security Insurer that the Security Insurer is not extending the Servicer's term pursuant to Section 3.14, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Notes or the Other Conveyed Trust Property or otherwise, shall be terminated and automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersSecurity Insurer); providedPROVIDED, howeverHOWEVER, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed other Trust Property and related documents to show the Trust Owner Trustee as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed other Trust Property. If requested by the Security Insurer (unless an Insurer Default shall have occurred and be continuing), the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 3.2(e)), or to a lockbox established by the successor Servicer at the direction of the Security Insurer (unless an Insurer Default shall have occurred and be continuing), at the successor Servicer's expense. In addition to any other amounts that are then payable to the terminated Servicer under this Agreement, the terminated Servicer shall then be entitled to receive out of Available Funds reimbursements for any Outstanding Monthly Advances (in accordance with Section 4.4(c)) made during the period prior to the notice pursuant to this Section 8.2 which terminates the obligation and rights of the terminated Servicer under this Agreement. The Owner Trustee, the Indenture Trustee and the successor Servicer may set off and deduct any amounts owed by the terminated Servicer from any amounts payable to the terminated Servicer pursuant to the preceding sentence. The terminated Servicer shall grant the Trust Collateral AgentOwner Trustee, the Indenture Trustee, the successor Servicer and the Majority Noteholders Security Insurer reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent may, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the successor Backup Servicer, which shall cause the Designated Backup Subservicer to assume the duties pursuant to Section 8.5(c), (or such other replacement Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor replacement Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor replacement Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor replacement Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Controlling Party and the replacement Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor replacement Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor replacement Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor replacement Servicer or a replacement Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor replacement Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer -------------------------------------------- Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, or at (to the direction of the Majority Noteholders shallextent it has knowledge thereof) a Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that -------- ------- the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayNote Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trustee (to the extent it has knowledge thereof) or at the direction Holders of Notes evidencing not less than 25% of the aggregate outstanding Note Balance for each Class of Notes or, after the Notes have been paid in full and all amounts due to the Note Insurer have been paid in full, the Majority Noteholders shallCertificateholders), by notice given in writing to the Servicer (and to the Trust Collateral Agent Trustee if given by the Note Insurer or the Noteholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. The Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Collection Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Residual Pass-through Certificates, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party under Section 10.3); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records Files that shall at the time be held by the terminated Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. All reasonable costs and expenses (including reasonable attorneys' fees and boarding fees) incurred in connection with transferring any Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.2 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid, such payment shall be made pursuant to Section 5.7(a) hereof. Upon receipt of notice of the occurrence of Servicer Termination Event, the Trustee shall give notice thereof to the Rating Agencies. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral AgentTrustee, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent may, Indenture Trustee or at the direction Noteholders evidencing more than 50% of the Majority Noteholders shallvoting interests of the Notes may, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Depositor if given by the such Noteholders) ), terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersServicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expenseorderly and efficient transfer of servicing duties.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayIndenture Trustee shall terminate, or at the written direction of the Majority Noteholders shall, Holders of Notes evidencing not less than a majority of the aggregate outstanding Note Balance of the Controlling Class by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate Backup Servicer, all of the rights and obligations of the Servicer under this Agreement. If a Servicer Termination Event shall occur and be continuing on or after the date on which each class of Notes has been repaid in full, the Majority Certificateholders may terminate by notice given in writing to the Servicer and the Backup Servicer all of the rights and obligations of the Servicer under this Agreement. The Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Collection Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicerdate, if any, specified in such notice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Residual Pass-through Certificates, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholdersunder Section 10.3); provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records Files that shall at the time be held by the terminated Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. All reasonable costs and expenses (including reasonable attorneys’ fees and boarding fees) incurred in connection with transferring any Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.2 shall be paid by the terminated Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the terminated Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid, such payment shall be made pursuant to Section 5.7(a). Upon receipt of notice of the occurrence of a Servicer Termination Event, the Indenture Trustee shall give notice thereof to the Rating Agencies. The successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the successor Servicer’s expense, which shall be reimbursable pursuant to the terms of clause (iii) of Section 5.7(a). The terminated Servicer shall grant the Trust Collateral Agent, Indenture Trustee and the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shallNoteholders, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholders); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party (acting at the written direction of the Majority Noteholders), the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party (acting at the written direction of the Majority Noteholders), the successor Servicer shall terminate the Lockbox Agreements and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur has occurred and be is continuing, the Trust Collateral Agent Insurer may (or, if an Insurer Default has occurred and is continuing, the Indenture Trustee (to the extent it has knowledge thereof) may, or and will at the direction of the Majority Noteholders shallNoteholders), by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee if given by the NoteholdersInsurer) terminate all of the rights and obligations of the Servicer under this Agreement; provided that if no Insurer Default has occurred and is continuing, neither the Indenture Trustee nor the Majority Noteholders may deliver such notice, and termination will be in the Insurer's sole and absolute discretion. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, shall automatically will pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall will have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the Controlling Party and the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall will at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer will terminate the Blocked Account Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer will process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall will grant the Trust Collateral AgentIndenture Trustee, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent Trustee may, or and at the direction of the a Note Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) Issuer, terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property Trust Assets or otherwise, shall be terminated and automatically shall pass to, be vested in and become obligations and responsibilities of the Trustee (unless and until a successor Servicer is appointed by the Majority Noteholdersin accordance with Section 8.3); provided, however, that the successor Servicer Trustee shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer Trustee becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer Trustee is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer Trustee in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer Trustee for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in any of the Collection Account Trust Accounts or thereafter received with respect to the Receivables Leases and the delivery to the successor Servicer Trustee of all Receivable Lease Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Trustee or a successor Servicer to service the Receivables Leases and the Other Conveyed Propertyother Trust Assets. The terminated Servicer shall grant the Trust Collateral AgentIssuer, the Trustee and the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, either the Trust Collateral Agent may, Trustee (to the extent it has knowledge thereof) or at the direction Holders of Notes evidencing not less than a majority of the Majority Noteholders shall, aggregate outstanding Note Balance of the Controlling Class by notice given in writing to the Servicer and the Backup Servicer (and to the Trust Collateral Agent Trustee if given by the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. If a Servicer Termination Event shall occur and be continuing on or after the date on which each class of Notes has been repaid in full, either the Trustee (to the extent it has knowledge thereof) or the Majority Certificateholders by notice given in writing to the Servicer and the Backup Servicer (and the Trustee if such notice is given by the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. The Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Collection Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicerdate, if any, specified in such notice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Residual Pass-through Certificates, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholdersunder Section 10.3); provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records Files that shall at the time be held by the terminated Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. All reasonable costs and expenses (including reasonable attorneys’ fees and boarding fees) incurred in connection with transferring any Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.2 shall be paid by the terminated Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the terminated Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid, such payment shall be made pursuant to Section 5.7(a). Upon receipt of notice of the occurrence of a Servicer Termination Event, the Trustee shall give notice thereof to the Rating Agencies. The successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the successor Servicer’s expense, which shall be reimbursable pursuant to the terms of clause (iii) of Section 5.7(a). The terminated Servicer shall grant the Trust Collateral Agent, Trustee and the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, or at (to the direction of the Majority Noteholders shallextent it has knowledge thereof) a Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur has occurred and be is continuing, the Trust Collateral Agent Insurer may (or, if an Insurer Default has occurred and is continuing, the Indenture Trustee (to the extent it has knowledge thereof) may, or and will at the direction of the Majority Noteholders shallNoteholders), by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee if given by the NoteholdersInsurer) terminate all of the rights and obligations of the Servicer under this Agreement; provided, however, that if no Insurer Default has occurred and is continuing, neither the Indenture Trustee nor the Majority Noteholders may deliver such notice, and termination will be in the Insurer’s sole and absolute discretion. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, shall automatically will pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall will have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the Controlling Party and the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall will at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer will terminate the Blocked Account Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer will process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer’s expense. The terminated Servicer shall will grant the Trust Collateral AgentIndenture Trustee, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificate[s] or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, or at (to the direction of the Majority Noteholders shallextent it has knowledge thereof) a Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); providedPROVIDED, howeverHOWEVER, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur has occurred and be is continuing, the Trust Collateral Agent Insurer may (or, if an Insurer Default has occurred and is continuing, the Indenture Trustee (to the extent it has knowledge thereof) may, or and will at the direction of the Majority Noteholders shallNoteholders), by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee if given by the NoteholdersInsurer) terminate all of the rights and obligations of the Servicer under this Agreement; provided that if no Insurer Default has occurred and is continuing, neither the Indenture Trustee nor the Majority Noteholders may deliver such notice, and termination will be in the Insurer's sole and absolute discretion. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, shall automatically will pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall will have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the Controlling Party and the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall will at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer will terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer will process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall will grant the Trust Collateral AgentIndenture Trustee, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or Indenture Trustee shall at the direction of the Majority Noteholders shallNoteholders, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) Servicer, terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of [the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholders)]/[the successor Servicer appointed by the Majority Noteholders]; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third third-party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. [If requested by the Controlling Party (acting at the written direction of the Majority Noteholders), the successor Servicer shall terminate the Lockbox Account Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(d)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the successor Servicer’s expense.] The terminated Servicer shall grant the Trust Collateral AgentIndenture Trustee, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense. [All reasonable costs and expenses (including attorneys’ fees and disbursements) incurred by the Backup Servicer in connection with the transfer and assumption of servicing obligations hereunder from the Servicer to the Backup Servicer, as the successor Servicer, converting the Servicer’s data to such party’s computer system and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the terminated Servicer promptly upon presentation of a written invoice setting forth reasonable transition expenses. In no event shall the Backup Servicer, if it becomes the successor Servicer, be responsible for any such transition expenses. If the terminated Servicer fails to pay the transition expenses, the transition expenses shall be payable pursuant to Section 5.7(a) hereof.]

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the written direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third third-party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a -------------------------------------------- Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayAgent, or at with the direction consent of the Majority Noteholders shallNote Insurer, by notice given in writing to the Servicer (and to may, or at the Trust Collateral Agent if given by direction of the Noteholders) Note Insurer shall, terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Receivables or the Other Conveyed Property (as defined in the Master Receivables Purchase Agreement) or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the a successor Servicer appointed by acceptable to the Majority NoteholdersNote Insurer); provided, however, that the successor Servicer shall have no liability with -------- ------- respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Note Insurer, the successor Servicer shall terminate the Lock-Box Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 2.2(d)), or to a Lock-Box Account established by the successor Servicer at the direction of the Note Insurer, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Note Insurer reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholders); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party (acting at the written direction of the Majority Noteholders), the successor Servicer shall terminate the Lockbox Agreements and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

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

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur occur, then, and be continuingin each and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trust Collateral Agent may, or with the written consent of the Insurer (unless an Insurer Default has occurred and is continuing), and at the written direction of the Majority Noteholders Insurer (or, if an Insurer Default has occurred and is continuing, a Note Majority), the Trust Collateral Agent shall, by notice given in writing to the Servicer Servicer, the Seller and the Backup Servicer, (and to the Trust Collateral Agent if given by the Noteholdersi) terminate all of the rights and obligations of the Servicer under this AgreementAgreement and in and to any Receivables and the proceeds thereof, subject to compensation, rights of reimbursement, indemnity and limitation on liability to which the Servicer is then entitled and the rights of indemnity to which the Trust Collateral Agent and the Insurer are then entitled pursuant to Sections 9.2 and 9.4 hereof, and (ii) subject to Section 10.4, appoint the Backup Servicer as the successor Servicer. Such notice shall specify, to the extent possible, the timing and method of transition of the servicing of the Receivables from the Servicer to the Backup Servicer or another successor Servicer appointed pursuant to Section 10.4. On or and after the receipt by the Servicer of such written notice or and upon termination the effective date of the term of transfer to the ServicerBackup Servicer or such other successor Servicer specified in such notice, all authority, power, obligations authority and responsibilities power of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Notes or the Other Conveyed Property Receivables or otherwise, shall pass to, to and be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Backup Servicer or any claim of a third party based on any alleged action or inaction of the terminated such other successor Servicer. The successor Servicer , pursuant to and under this Section; and, without limitation, such Person is hereby authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as an attorney-in-fact or otherwise, any and all documents and other instruments instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificatesdocuments, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer such Person in effecting the termination of the Servicer's responsibilities and rights of the terminated Servicer under this Agreementhereunder, including, without limitation, the transfer to the successor Servicer such party for administration by it is of all cash amounts that which shall at the time thereafter be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables Receivables. The Trust Collateral Agent shall not be charged with knowledge of any event referred to in clauses (a) through (f) above unless a Responsible Officer of the Trust Collateral Agent at the Corporate Trust Office obtains actual knowledge of such event or receives written notice of such event from the Servicer, the Insurer or from a Noteholder. The Trust Collateral Agent promptly shall send written notice to each Rating Agency and the delivery Insurer of each Servicer Termination Event of which it is charged with knowledge in accordance with the preceding sentence. If the Servicer is terminated pursuant to this Section 10.2, then the Servicer shall bear all of the costs and expenses of transferring the duties and obligations of the Servicer to a successor Servicer of all Receivable Files, Monthly Records and Collection Records except as otherwise agreed by the Insurer such costs and a computer tape in readable form as of expenses shall not be reimbursable from the most recent Business Day containing all information necessary to enable Trust Property nor payable by the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant Seller or the Trust Collateral Agent. To the extent not borne by the Servicer as described above, such costs and expenses (including attorney's fees and expenses) shall be borne by the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expenseTrust Property in accordance with Section 5.7(b)(ix).

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent may, Indenture Trustee or at the direction Noteholders evidencing more than 50% of the Majority Noteholders shallvoting interests of the Controlling Class may, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Depositor if given by the such Noteholders) ), terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersServicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expense.orderly and efficient transfer of servicing duties. 26 (2023-C Sale and Servicing Agreement)

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur has occurred and be is continuing, [the Trust Collateral Agent Insurer may (or, if an Insurer Default has occurred and is continuing,] the Indenture Trustee (to the extent it has knowledge thereof) may, or and will at the direction of the Majority Noteholders shallNoteholders), by notice given in writing to the Servicer [(and to the Trust Collateral Agent Indenture Trustee if given by the Noteholders) Insurer)] terminate all of the rights and obligations of the Servicer under this Agreement[; provided that if no Insurer Default has occurred and is continuing, neither the Indenture Trustee nor the Majority Noteholders may deliver such notice, and termination will be in the Insurer's sole and absolute discretion]. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, shall automatically will pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall will have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the Controlling Party and the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall will at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer will terminate the Blocked Account Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer will process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall will grant the Trust Collateral AgentIndenture Trustee, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, Lender by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Receivables and Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersLender under Section 7.3; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated outgoing Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated outgoing Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated outgoing Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Purchaser as lienholder or secured party on the related Lien CertificatesAuto Title, or otherwise. The terminated outgoing Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated outgoing Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated outgoing Servicer for deposit, or have been deposited by the terminated outgoing Servicer, in the Collection Deposit Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records Custodial Documents that shall at the time be held by the outgoing Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring any Custodial Documents to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.2 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid. The terminated outgoing Servicer shall grant the Trust Collateral Agentsuccessor Servicer, the successor Servicer Lender and the Majority Noteholders Collateral Agent reasonable access to the terminated outgoing Servicer’s premises at the terminated outgoing Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent may, Indenture Trustee or at the direction Noteholders evidencing more than 50% of the Majority Noteholders shallvoting interests of the Controlling Class may, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Depositor if given by the such Noteholders) ), terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersServicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expense.orderly and efficient transfer of servicing duties. 26 (2022-B Sale and Servicing Agreement)

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent may, Indenture Trustee or at the direction Noteholders evidencing more than 50% of the Majority Noteholders shallvoting interests of the Controlling Class may, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Depositor if given by the such Noteholders) ), terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersServicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expense.orderly and efficient transfer of servicing duties. 26 (2024-A Sale and Servicing Agreement)

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreements and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent may, Indenture Trustee or at the direction Noteholders evidencing more than 50% of the Majority Noteholders shallvoting interests of the Controlling Class may, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Depositor if given by the such Noteholders) ), terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersServicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expense.orderly and efficient transfer of servicing duties. 26 (2018-B Sale and Servicing Agreement)

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or Indenture Trustee shall at the direction of the Majority Noteholders, or the Majority Noteholders shallmay, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) Backup Servicer, terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer and the Backup Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholders); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Holding Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party (acting at the written direction of the Majority Noteholders), the successor Servicer shall terminate the Lockbox Account Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the Issuer’s expense. The terminated Servicer shall grant the Trust Collateral AgentIndenture Trustee, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense. All reasonable costs and expenses (including attorneys’ fees and disbursements) incurred by the Backup Servicer in connection with the transfer and assumption of servicing obligations hereunder from the Servicer to the Backup Servicer, as the successor Servicer, converting the Servicer’s data to such party’s computer system and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the terminated Servicer promptly upon presentation of a written invoice setting forth reasonable transition expenses. In no event shall the Backup Servicer, if it becomes the successor Servicer, be responsible for any such transition expenses. If the terminated Servicer fails to pay the transition expenses, the transition expenses shall be payable pursuant to Section 5.7 hereof.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent may, Indenture Trustee or at the direction Noteholders evidencing more than 50% of the Majority Noteholders shallvoting interests of the Controlling Class may, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Depositor if given by the such Noteholders) ), terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersServicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expense.orderly and efficient transfer of servicing duties. 26 (2021-A Sale and Servicing Agreement)

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent may, Indenture Trustee or at the direction Noteholders evidencing more than 50% of the Majority Noteholders shallvoting interests of the Controlling Class may, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Depositor if given by the such Noteholders) ), terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersServicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expense.orderly and efficient transfer of servicing duties. 26 (2020-B Sale and Servicing Agreement)

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third third-party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. [If requested by the Controlling Party (acting at the written direction of the Majority Noteholders), the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the successor Servicer’s expense.] The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or Indenture Trustee shall at the direction of the Majority Noteholders, or the Majority Noteholders shallmay, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) Backup Servicer, terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer and the Backup Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholders); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Holding Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party (acting at the written direction of the Majority Noteholders), the successor Servicer shall terminate the Lockbox Account Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the Issuer’s expense. The terminated Servicer shall grant the Trust Collateral AgentIndenture Trustee, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense. All reasonable costs and expenses (including attorneys’ fees and disbursements) incurred by the Backup Servicer in connection with the transfer and assumption of servicing obligations hereunder from the Servicer to the Backup Servicer, as the successor Servicer, converting the Servicer’s data to such party’s computer system and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the terminated Servicer promptly upon presentation of a written invoice setting forth reasonable transition expenses. In no event shall the Backup Servicer, if it becomes the successor Servicer, be responsible for any such transition expenses. If the terminated Servicer fails to pay the transition expenses, the transition expenses shall be payable pursuant to Section 5.7 hereof.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayAdministrative Agent, or by written notice given to any Service Provider, may and, at the direction of the Majority Noteholders Lenders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of any one or more individual Service Providers, or all the Servicer Service Providers, under this AgreementAgreement and the Service Provider Agreements. On such date as is indicated in such written notice, or after the receipt in a subsequent written notice given by the Servicer of such written notice or upon termination of Administrative Agent to the term of the Servicerapplicable Service Providers, all authority, power, obligations and responsibilities of the Servicer such Service Providers under this AgreementAgreement and the applicable Service Provider Agreements, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, automatically shall terminate and shall pass to, be vested in and become obligations and responsibilities of the a successor Servicer appointed by the Majority NoteholdersService Provider selected in accordance with Section 12.3; provided, however, that the successor Servicer Service Provider shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior Service Provider prior to the date that the successor Servicer Service Provider becomes the Servicer Service Provider or any claim of a third party based on any alleged action or inaction of the terminated Servicerprior Service Provider. The successor Servicer Service Provider is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicerprior Service Provider, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer prior Service Provider agrees to cooperate with the successor Servicer Service Provider in effecting the termination of the responsibilities and rights of the terminated Servicer prior Service Provider under this Agreement and the applicable Service Provider Agreement, including, without limitationlimitation and at the prior Service Provider’s expense, in the case of the removal of the Cash Manager, to transfer to the successor Servicer Service Provider for administration by it of all cash amounts that shall at the time be held by the terminated Servicer Cash Manager in trust for depositthe Borrower, or have been deposited by the terminated Servicerany prior Service Provider, in the Security Deposit Account, the Maintenance Reserve Account, the Liquidity Reserve Account, any Non-Trustee Account and/or the Collection Account or thereafter received with respect to the Receivables any Collections and the delivery to the successor Servicer Service Provider of all Receivable Files, Monthly Records and Collection Records and a computer tape data in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer Service Provider to perform its services under the applicable Service Provider Agreement including, with respect to the replacement of the Servicer, to service the Receivables Leases and the Other Conveyed PropertyAircraft and manage the interests of the Borrower, the Aircraft Owning Entities and the Owner Participants and otherwise assume the rights and obligations of the prior Service Provider under this Agreement and the applicable Service Provider Agreement; provided, however, that the prior Service Provider may retain copies of any items so delivered; and provided further that the prior Service Provider shall not be liable for any acts, omissions or obligations of any successor Service Provider. If requested by the Administrative Agent, in the event the Servicer is replaced it shall, and if the prior Servicer fails to, the successor Servicer or the Collateral Agent may, notify the Obligors and direct them to make all payments under the Leases directly to (x) the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 8.1), or (y) to a lockbox established by the successor Servicer at the direction of the Administrative Agent, at the prior Servicer’s expense. The terminated Servicer Service Provider shall grant the Trust Collateral Agent, the successor Servicer Administrative Agent and the Majority Noteholders successor Service Provider reasonable access within one (1) Business Day’s notice to the terminated ServicerService Provider’s premises at the terminated ServicerService Provider’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayNote Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trustee or at the direction holders of Notes evidencing not less than 25% of the Majority Noteholders shalloutstanding principal amount of the Notes, or, if the Notes have been paid in full, holders of Certificates evidencing not less than 25% of the outstanding principal amount of the Certificates) (to the extent it has knowledge thereof), by notice given in writing to the Servicer (and to the Trust Collateral Agent Trustee if given by the NoteholdersNote Insurer or the Securityholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. The Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Collection Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Standby Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party under Section 10.3); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records Files and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid, such payment shall be made pursuant to Section 5.7(b) hereof. Upon receipt of notice of the occurrence of Servicer Termination Event, the Trustee shall give notice thereof to the Rating Agencies. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral AgentTrustee, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent Indenture Trustee may, or and at the direction of Noteholders evidencing 50% of the Majority Noteholders Outstanding Amount of the Controlling Class of Notes shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this AgreementAgreement by notice in writing to the Servicer. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersControlling Class; provided, however, that the such successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the such successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expenseorderly and efficient transfer of servicing duties.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent may, Indenture Trustee or at the direction Noteholders evidencing more than 50% of the Majority Noteholders shallvoting interests of the Controlling Class may, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Depositor if given by the such Noteholders) ), terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersServicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expense.orderly and efficient transfer of servicing duties. (2019-B Sale and Servicing Agreement)

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholders); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party (acting at the written direction of the Majority Noteholders), the successor Servicer shall terminate the Lockbox Agreements and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayAgent, or at with the direction consent of the Majority Noteholders shallNote Insurer, by notice given in writing to the Servicer (and to may, or at the Trust Collateral Agent if given by direction of the Noteholders) Note Insurer shall, terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Receivables or the Other Conveyed Property (as defined in the Master Receivables Purchase Agreement) or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the a successor Servicer appointed by acceptable to the Majority NoteholdersNote Insurer); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Note Insurer, the successor Servicer shall terminate the Lock-Box Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 2.2(d)), or to a Lock-Box Account established by the successor Servicer at the direction of the Note Insurer, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Note Insurer reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayInsurer (or, if an Insurer Default shall have occurred and be continuing), either the Indenture Trustee (to the extent it has actual knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority, by notice given in writing to the Servicer and each Rating Agency (and to the Trust Collateral Agent Indenture Trustee if given by the Insurer or the Noteholders) ), may terminate all of the rights and obligations of the Servicer under this Agreement; provided, however, that no termination shall relieve the Servicer of any liability to which it has previously become subject under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination notice, the expiration without renewal of the term of the Servicer, Servicer pursuant to Section 3.19 all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or Receivables, the Other Conveyed other Trust Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to (i) any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or (ii) any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and Receivables, the Other Conveyed other Trust Property and related documents to show the Trust or the Indenture Trustee as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or the Lockbox Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Files and Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Trust Property. The Servicer shall, if requested by the Controlling Party, cooperate with the successor Servicer in the establishment of a new Lockbox Account. The Indenture Trustee and the Backup Servicer may set off and deduct any amounts owed by the terminated Servicer shall from any amounts payable to the terminated Servicer pursuant to this Agreement. For the purposes of succession hereunder, the terminated Servicer shall, upon reasonable prior notice, grant the Trust Collateral AgentIndenture Trustee, and the successor Servicer and the Majority Noteholders Controlling Party reasonable access during normal business hours to the terminated Servicer’s premises at the terminated Servicer’s expense's premises.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, either the Trust Collateral Agent may, Trustee (to the extent it has knowledge thereof) or at the direction Holders of Notes evidencing not less than a majority of the Majority Noteholders shall, aggregate outstanding Note Balance of the Controlling Class by notice given in writing to the Servicer and the Backup Servicer (and to the Trust Collateral Agent Trustee if given by the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. If a Servicer Termination Event shall occur and be continuing on or after the date on which each class of Notes has been repaid in full, either the Trustee (to the extent it has knowledge thereof) or the Majority Certificateholders by notice given in writing to the Servicer and the Backup Servicer (and the Trustee if such notice is given by the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. The Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Collection Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicerdate, if any, specified in such notice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Residual Pass-through Certificates, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholdersunder Section 10.3); provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records Files that shall at the time be held by the terminated Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. All reasonable costs and expenses (including reasonable attorneys’ fees and boarding fees) incurred in connection with transferring any Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.2 shall be paid by the terminated Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the terminated Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid, such payment shall be made pursuant to Section 5.7(a). Upon receipt of notice of the occurrence of a Servicer Termination Event, the Trustee shall give notice thereof to the Rating Agency. The successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the successor Servicer’s expense, which shall be reimbursable pursuant to the terms of clauses (iii) and (xviii) of Section 5.7(a). The terminated Servicer shall grant the Trust Collateral Agent, Trustee and the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent maySecurity Insurer (or, if an Insurer Default shall have occurred and be continuing, either the Indenture Trustee, the Owner Trustee, a Certificate Majority or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee and the Owner Trustee if given by the NoteholdersSecurity Insurer, the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after (i) the receipt by the Servicer of such written notice, or (ii) the receipt by the Backup Servicer (or any alternate successor servicer appointed by the Security Insurer pursuant to Section 8.3(b)) of written notice or upon termination of from the term of Security Insurer that the Security Insurer is not extending the Servicer's term pursuant to Section 3.14, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the NotesCertificates, the Certificate Notes or the Other Conveyed Trust Property or otherwise, shall be terminated and automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersSecurity Insurer); providedPROVIDED, howeverHOWEVER, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed other Trust Property and related documents to show the Trust Owner Trustee as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed other Trust Property. If requested by the Security Insurer (unless an Insurer Default shall have occurred and be continuing), the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 3.2(e)), or to a lockbox established by the successor Servicer at the direction of the Security Insurer (unless an Insurer Default shall have occurred and be continuing), at the successor Servicer's expense. In addition to any other amounts that are then payable to the terminated Servicer under this Agreement, the terminated Servicer shall then be entitled to receive out of Available Funds reimbursements for any Outstanding Monthly Advances (in accordance with Section 4.4(c)) made during the period prior to the notice pursuant to this Section 8.2 which terminates the obligation and rights of the terminated Servicer under this Agreement. The Owner Trustee, the Indenture Trustee and the successor Servicer may set off and deduct any amounts owed by the terminated Servicer from any amounts payable to the terminated Servicer pursuant to the preceding sentence. The terminated Servicer shall grant the Trust Collateral AgentOwner Trustee, the Indenture Trustee, the successor Servicer and the Majority Noteholders Security Insurer reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, or at (to the direction of the Majority Noteholders shallextent it has knowledge thereof) a Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); providedPROVIDED, howeverHOWEVER, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that 68 shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent maySecurity Insurer or, if the Security Insurer is no longer the Controlling Party, the Indenture Trustee, the Owner Trustee or at the direction Noteholders evidencing 25% of the Majority Noteholders shallOutstanding Amount of the Notes, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Seller if given by the Security Insurer or such Noteholders) ), may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the ServicerServicer pursuant to Section 4.14, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records Files and Collection Records other records relating to the Receivables and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expenseReceivables.

Consequences of a Servicer Termination Event. If a -------------------------------------------- Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, or at (to the direction of the Majority Noteholders shallextent it has knowledge thereof) a Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that -------- ------- the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-in- fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent may, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the NoteholdersInsurer or the Holders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the successor Backup Servicer, which shall cause the Designated Backup Subservicer to assume the duties pursuant to Section 8.5(c), (or such other replacement Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor replacement Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor replacement Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor replacement Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Controlling Party and the replacement Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor replacement Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor replacement Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor replacement Servicer or a replacement Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor replacement Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayNote Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trustee (to the extent it has knowledge thereof) or at the direction Holders of Notes evidencing not less than 25% of the Majority Noteholders shalloutstanding principal amount of the Notes, by notice given in writing to the Servicer (and to the Trust Collateral Agent Trustee if given by the Note Insurer or the Noteholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. The outgoing Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Collection Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Standby Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party under Section 10.3); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records Files that shall at the time be held by the terminated Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring any Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.2 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid, such payment shall be made pursuant to Section 5.7(b) hereof. Upon receipt of notice of the occurrence of Servicer Termination Event, the Trustee shall give notice thereof to the Rating Agencies. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral AgentTrustee, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayNote Insurer or, if the Note Insurer is no longer the Controlling Party, the Indenture Trustee or the Holders of at the direction least 25% of the Majority Noteholders shallOutstanding Amount of the Notes, by notice given in writing to the Servicer (and to the Trust Collateral Agent 58 64 Indenture Trustee, the Owner Trustee and the Seller if given by the Note Insurer or such Noteholders) ), may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the ServicerServicer pursuant to Section 4.14, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records Files and Collection Records other records relating to the Receivables and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expenseReceivables.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent Indenture Trustee may, or and at the direction of Noteholders evidencing 25% of the Majority Noteholders shallOutstanding Amount of the Controlling Class or, by notice given in writing to if no Notes are Outstanding, Certificateholders of Certificates evidencing not less than 25% of the Servicer (and to Outstanding Amount of the Trust Collateral Agent if given by the Noteholders) Certificates, shall terminate all of the rights and obligations of the Servicer under this AgreementAgreement by notice in writing to the Servicer. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersControlling Party; providedPROVIDED, howeverHOWEVER, that the such successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the such successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expenseorderly and efficient transfer of servicing duties.

Consequences of a Servicer Termination Event. (a) If a Servicer Termination Event shall occur and be continuing, so long as no Insurer Default shall have occurred and be continuing, the Trust Collateral Agent mayCertificate Insurer, or at the direction subject to subsection (b) of this Section 10.2, (or, if an Insurer Default shall have occurred and be continuing, any of the Majority Noteholders shallTrustee or the Certificateholders evidencing not less than a Certificate Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent Trustee if given by the NoteholdersCertificate Insurer or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of notice, or, if the term of the ServicerCertificate Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Trust Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersBackup Servicer; provided, however, that the successor Backup Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated prior Servicer prior to the date that the successor Backup Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Servicer. The successor Backup Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated prior Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed other Trust Property and related documents to show the Trust Trustee as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated prior Servicer agrees to cooperate with the successor Backup Servicer in effecting the termination of the responsibilities and rights of the terminated prior Servicer under this Agreement, including, without limitation, the transfer to the successor Backup Servicer for administration by it of all cash amounts that shall at the time be held by the terminated prior Servicer for deposit, or have been deposited by the terminated prior Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Backup Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Backup Servicer or a successor Servicer to service the Receivables and the Other Conveyed other Trust Property. The Trustee and the Backup Servicer may set off and deduct any amounts owed by the terminated Servicer from any amounts payable to the terminated Servicer pursuant to the preceding sentence. The terminated Servicer shall grant the Trust Collateral AgentTrustee, the successor Backup Servicer and the Majority Noteholders Certificate Insurer reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the successor Backup Servicer (or such other replacement Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor replacement Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor replacement Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor replacement Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor replacement Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor replacement Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor replacement Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor replacement Servicer or a replacement Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the replacement Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the replacement Servicer (in which event the replacement Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the replacement Servicer at the direction of the Controlling Party, at the replacement Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor replacement Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, Noteholder by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. The outgoing Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Accrual Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Note or the Receivables and Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersNoteholder under SECTION 10.3); providedPROVIDED, howeverHOWEVER, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Purchaser as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records Files that shall at the time be held by the terminated Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. All reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with transferring any Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this SECTION 10.2 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid, such payment shall be made pursuant to SECTION 5.7 hereof. Upon receipt of notice of the occurrence of a Servicer Termination Event, the Trustee shall give notice thereof to the Rating Agencies and the Noteholder. If requested by the Noteholder, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with SECTION 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Noteholder, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral AgentTrustee, the successor Servicer and the Majority Noteholders Noteholder reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent may, Indenture Trustee or at the direction Noteholders evidencing more than 50% of the Majority Noteholders shallvoting interests of the Notes may, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee, the Swap Counterparty and the Depositor if given by the such Noteholders) ), terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersServicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expenseorderly and efficient transfer of servicing duties.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Security Insurer (or, if an Insurer Default shall have occurred and be continuing, either the Indenture Trustee or the Administrative Agent may, or (acting at the direction of the Majority Noteholders shalleach Agent)), by notice given in writing to the Servicer (and to the Trust Collateral Indenture Trustee and the Administrative Agent if given by the NoteholdersSecurity Insurer) may terminate all of the rights and obligations of the Servicer under this Agreement; PROVIDED, that if the Security Insurer shall not deliver a Servicer Extension Notice, the rights and obligations of the Servicer hereunder shall terminate automatically upon the expiration of the term of the Servicer without the requirement of notice. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicersuch automatic termination, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersSecurity Insurer); providedPROVIDED, howeverHOWEVER, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other other Seller Conveyed Property and related documents to show the Trust Issuer as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape or diskette in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other other Seller Conveyed Property. If requested by the Administrative Agent or the Security Insurer (unless an Insurer Default shall have occurred and be continuing), the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 3.2(e)), or to a lockbox established by the successor Servicer at the direction of the Administrative Agent or the Security Insurer (unless an Insurer Default shall have occurred and be continuing), at the successor Servicer's expense. In addition to any other amounts that are then payable to the terminated Servicer under this Agreement, the terminated Servicer shall then be entitled to receive out of Available Funds reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 6.2 which terminates the obligation and rights of the terminated Servicer under this Agreement. The Issuer, the Administrative Agent, the Indenture Trustee and the successor Servicer may set off and deduct any amounts owed by the terminated Servicer from any amounts payable to the terminated Servicer pursuant to the preceding sentence. The terminated Servicer shall grant the Trust Collateral Issuer, the Administrative Agent, each Agent, the Indenture Trustee, the successor Servicer and the Majority Noteholders Security Insurer reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shallNoteholders, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholders); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Backup Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party (acting at the written direction of the Majority Noteholders), the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer -------------------------------------------- Termination Event shall occur and be continuing, either the Trust Collateral Agent may(to the extent it has knowledge thereof) or the Class A Majority, the Class B Majority, or at the direction of the Class C Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersTrust Collateral Agent); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Class A Majority, the Class B Majority and the Class C Majority, acting together, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Class A Majority, the Class B Majority and the Class C Majority, acting together, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Administrative Agent reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shallNoteholders, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholders); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Majority Noteholders, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Majority Noteholders, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); providedif the terminated Servicer is not MFC, however, that the Controlling Party will appoint a Successor Servicer. The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer including the original Servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of gross negligence or willful misconduct of the Backup Servicer in its role as successor Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Collateral Agent (for the benefit of the Insurer and the Noteholders) as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement or as Blocked Account Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox or blocked account established by the successor Servicer at the direction of the Controlling Party, at the terminated Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense. Notwithstanding anything contained in this Agreement to the contrary, the Backup Servicer as successor Servicer and any of its agents are authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Servicer relating to the Receivables (collectively, the "PREDECESSOR SERVICER WORK PRODUCT") without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "ERRORS") exist in any predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, "CONTINUED ERRORS"), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; PROVIDED, HOWEVER, that the successor Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, it shall, with the prior consent of the Insurer, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. Any successor Servicer shall be entitled to recover its costs thereby expended in accordance with Section 5.7(b) of this Agreement.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, or at (to the direction of the Majority Noteholders shallextent it has knowledge thereof) a Security Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the NoteholdersInsurer or the Securityholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur occur, then, and be continuingin each and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trust Collateral Agent may, with the prior written consent or at the direction of the Majority Noteholders Controlling Party, the Trust Collateral Agent shall, by notice given in writing to the Servicer Servicer, the Seller and the Backup Servicer, (and to the Trust Collateral Agent if given by the Noteholdersi) terminate all of the rights and obligations of the Servicer under this AgreementAgreement and in and to any Receivables and the proceeds thereof, subject to compensation, rights of reimbursement, indemnity and limitation on liability to which the Servicer is then entitled and the rights of indemnity to which the Trust Collateral Agent and the Insurer are then entitled pursuant to Sections 9.2 and 9.4 hereof, together with any and all actions to which any Noteholder, the Trust Collateral Agent or the Insurer may be entitled to under any applicable law, and (ii) subject to Section 10.4, appoint the Backup Servicer as the successor Servicer. Such notice shall specify, to the extent possible, the timing and method of transition of the servicing of the Receivables from the Servicer to the Backup Servicer or another successor Servicer appointed pursuant to Section 10.4. On or and after the receipt by the Servicer of such written notice or and upon termination the effective date of the term of transfer to the ServicerBackup Servicer or such other successor Servicer specified in such notice, all authority, power, obligations authority and responsibilities power of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or Receivables, control over the Other Conveyed Property Post-Office Box and Lockbox Account or otherwise, shall pass to, to and be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Backup Servicer or any claim of a third party based on any alleged action or inaction of the terminated such other successor Servicer. The successor Servicer , pursuant to and under this Section; and, without limitation, such Person is hereby authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as an attorney-in-fact or otherwise, any and all documents and other instruments instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificatesdocuments, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer such Person in effecting the termination of the Servicer's responsibilities and rights of the terminated Servicer under this Agreementhereunder, including, without limitation, the transfer to the successor Servicer such party for administration by it of all cash amounts that which shall at the time thereafter be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables Receivables. The Trust Collateral Agent shall not be charged with knowledge of any event referred to in clauses (a) through (f) above unless a Responsible Officer of the Trust Collateral Agent at the Corporate Trust Office obtains actual knowledge of such event or receives written notice of such event from the Servicer, the Insurer or from a Noteholder. The Trust Collateral Agent promptly shall send written notice to each Rating Agency, the Noteholders and the delivery Insurer of each Servicer Termination Event of which it is charged with knowledge in accordance with the preceding sentence. If the Servicer is terminated pursuant to this Section 10.2, then the Servicer shall bear all of the costs and expenses of transferring the duties and obligations of the Servicer to the Backup Servicer or a successor Servicer of all Receivable FilesServicer, Monthly Records and Collection Records such costs and a computer tape in readable form as of expenses shall not be reimbursable from the most recent Business Day containing all information necessary to enable Trust Property nor payable by the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant Seller or the Trust Collateral Agent. To the extent not borne by the Servicer as described above, such costs and expenses (including attorney's fees and expenses) shall be borne by the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expenseTrust Property.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent Indenture Trustee may, or and at the direction of Noteholders evidencing 25% of the Majority Noteholders shallOutstanding Amount of the Controlling Class or, by notice given if no Notes are Outstanding, the Holders of Certificates evidencing not less than 25% of the percentage interests in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) Certificates, shall terminate all of the rights and obligations of the Servicer under this AgreementAgreement by notice in writing to the Servicer. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the Indenture Trustee or such other successor Servicer Servicer, if any, as shall have been appointed by pursuant to the Majority Noteholderssecond sentence of Section 8.03(b); provided, however, that the Indenture Trustee or such other successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the Indenture Trustee or such other successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expenseorderly and efficient transfer of servicing duties.

Consequences of a Servicer Termination Event. If a Servicer -------------------------------------------- Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, or at (to the direction of the Majority Noteholders shallextent it has knowledge thereof) a Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholders; providedControlling Party);provided, however, that -------- ------- the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent may, Indenture Trustee or at the direction Noteholders evidencing more than 50% of the Majority Noteholders shallvoting interests of the Controlling Class may, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Depositor if given by the such Noteholders) ), terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersServicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, 40 (2006-A Sale and Servicing Agreement) certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expenseorderly and efficient transfer of servicing duties.

Consequences of a Servicer Termination Event. (a) If a Servicer Termination Event shall occur and be continuing(other than a Servicer Termination Event set forth in clause 8.01(d)), the Trust Collateral Agent Indenture Trustee may, or and at the direction of Noteholders evidencing 50% of the Majority Noteholders shallOutstanding Amount of the Notes of the Controlling Class, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement by notice in writing to the Servicer. In the case of a Servicer Default set forth in clause 8.01(d), so long as the Servicer Default shall not have been remedied, the Issuer (or the Administrator, acting on behalf of the Issuer) shall be entitled to terminate, in its sole discretion, the rights and obligations of the Servicer as servicer under this Agreement; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect; provided, however, that the Issuer shall not be entitled to terminate the rights and obligations of the Servicer pursuant to this section if a failure of the Servicer to identify a Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to receivables other than the Receivables. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersControlling Class; provided, however, that the such successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the such successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayNote Insurer (or, if an Insurer Default shall have occurred and be continuing, either the Indenture Trustee (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer Servicer, the Note Insurer and the Rating Agency (and to the Trust Collateral Agent Indenture Trustee if given by the Noteholders) ), may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or Receivables, the Other Conveyed other Trust Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to (i) any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or (ii) any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and Receivables, the Other Conveyed other Trust Property and related documents to show the Trust or the Indenture Trustee as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or the Lockbox Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Files and Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Trust Property. The terminated Servicer shall grant the Trust Collateral Agent, Indenture Trustee and the successor Servicer and the Majority Noteholders reasonable access during normal business hours to the terminated Servicer’s premises at the terminated Servicer’s expense's premises.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shallAgent, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) Custodian may terminate all of the rights and obligations of the AmeriCredit Canada as Servicer and AmeriCredit US as Custodian under this Agreement. On or after the receipt by the such Servicer and such Custodian of such written notice or upon termination of the term of the Servicersuch Servicer and such Custodian, all authority, power, obligations and responsibilities of the such Servicer and such Custodian under this Agreement, whether with respect to the Notes, the Certificate Receivables or the Other Conveyed Property Related Security or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the a successor Servicer and a successor Custodian appointed by the Majority NoteholdersCollateral Agent); provided, however, that the successor Servicer and the successor Custodian, respectively, shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer and Custodian prior to the date that the successor Servicer becomes and the successor Custodian become the Servicer and the Custodian or any claim of a third party based on any alleged action or inaction of the terminated ServicerServicer and Custodian. The successor Servicer is and the successor Custodian are authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated ServicerServicer and terminated Custodian, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees and terminated Custodian agree to cooperate with the successor Servicer and successor Custodian in effecting the termination of the responsibilities and rights of the terminated Servicer and terminated Custodian under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer and successor Custodian to service the Receivables and the Other Conveyed PropertyRelated Security. The terminated Servicer and terminated Custodian shall grant the Trust Collateral Agent, the successor Servicer Servicer, the successor Custodian and the Majority Noteholders Purchaser reasonable access to the terminated Servicer’s 's and terminated Custodian's premises at the terminated Servicer’s expense's and Custodian's expense provided that at least one Business Day's notice has been given.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent may, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the successor Backup Servicer (or such other replacement Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor replacement Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor replacement Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor replacement Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor replacement Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor replacement Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor replacement Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor replacement Servicer or a replacement Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the replacement Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the replacement Servicer (in which event the replacement Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the replacement Servicer at the direction of the Controlling Party, at the replacement Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor replacement Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent maySecurity Insurer or, if the Security Insurer is no longer the Controlling Party, the Indenture Trustee or the Holders of at the direction least 25% of the Majority Noteholders shallOutstanding Amount of the Notes, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Seller if given by the Security Insurer or such Noteholders) ), may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the ServicerServicer pursuant to Section 4.14, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records Files and Collection Records other records relating to the Receivables and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expenseReceivables.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. (a) If a Servicer Termination Event shall occur and be continuing(other than a Servicer Termination Event set forth in clause 8.01(d), the Trust Collateral Agent Indenture Trustee may, or and at the direction of Noteholders evidencing 50% of the Majority Noteholders shallOutstanding Amount of the Notes of the Controlling Class, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement by notice in writing to the Servicer. In the case of a Servicer Default set forth in clause 8.01(d), so long as the Servicer Default shall not have been remedied, the Issuer (or the Administrator, acting on behalf of the Issuer) shall be entitled to terminate, in its sole discretion, the rights and obligations of the Servicer as servicer under this Agreement; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect; provided, however, that the Issuer shall not be entitled to terminate the rights and obligations of the Servicer pursuant to this section if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to receivables other than the Receivables. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersControlling Class; provided, however, that the such successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the such successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a -------------------------------------------- Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shallAgent, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Receivables or the Other Conveyed Property (as defined in the Master Receivables Purchase Agreement) or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the a successor Servicer appointed by the Majority NoteholdersAgent); provided, -------- however, that the successor Servicer shall have no liability with respect to any ------- obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Agent, the successor Servicer shall terminate the Lock-Box Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 2.2(d)), or to a Lock-Box Account established by the successor Servicer at the direction of the Agent, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Agent reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent Indenture Trustee may, or and at the written direction of a Note Majority (or, at such time as the Majority Noteholders Notes are no longer Outstanding, an Equity Certificate Majority) shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) Owner Trustee, terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Equity Certificate, the Notes, the Certificate or the Other Conveyed Property Trust Assets or otherwise, shall be terminated and automatically shall pass to, be vested in and become obligations and responsibilities of the Indenture Trustee (unless and until a successor Servicer is appointed by the Majority Noteholdersin accordance with Section 8.3); provided, however, that the successor Servicer Indenture Trustee shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer Indenture Trustee becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer Indenture Trustee is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer Indenture Trustee in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer Indenture Trustee for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in any of the Collection Account Trust Accounts or thereafter received with respect to the Receivables Contracts and the delivery to the successor Servicer Indenture Trustee of all Receivable Contract Files, Monthly Records and Collection Records and a computer tape in readable form (in the format then being used by the Servicer) as of the most recent Business Day containing all information necessary to enable the Indenture Trustee or a successor Servicer to service the Receivables Contracts and the Other Conveyed Propertyother Trust Assets. The terminated Servicer shall grant the Trust Collateral AgentOwner Trustee, the Indenture Trustee and the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer -------------------------------------------- Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at and, upon the direction of the Majority Noteholders Required Lenders, the Agent shall, by written notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) Servicer, terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of if the term of the ServicerAgent shall not have delivered a Servicer Extension Notice pursuant to Section 8.14, all authority, power, obligations and responsibilities of the ------------ Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersBackup Servicer; provided, -------- however, that the successor Backup Servicer shall have no liability with respect to any ------- obligation which was required to be performed by the terminated prior Servicer prior to the date that the successor Backup Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Servicer. The successor Backup Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated prior Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Transferred Receivables and the Other Conveyed Property and related documents to show the Trust Collateral Agent (for the benefit of the Secured Parties) as lienholder or secured party on the related Lien Certificatesparty, or otherwise. The terminated prior Servicer agrees to cooperate with the successor Backup Servicer in effecting the termination of the responsibilities and rights of the terminated prior Servicer under this Agreement, including, without limitationlimitation and at the prior Servicer's expense, the transfer to the successor Backup Servicer for administration by it of all cash amounts that shall at the time be held by the terminated prior Servicer for deposit, or have been deposited by the terminated prior Servicer, in the Collection Account or thereafter received with respect to the Transferred Receivables and the delivery to the successor Backup Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Backup Servicer or a successor Servicer to service the Transferred Receivables. In addition, upon the occurrence of a Servicer Termination Event, the Servicer shall, if so requested by the Agent, deliver to the Backup Servicer its Monthly Records within one day after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to the Backup Servicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Transferred Receivables. If requested by the Agent, the Backup Servicer or successor Servicer shall terminate the Lockbox Agreement with respect to the Transferred Receivables and direct the Other Conveyed PropertyObligors to make all payments under the Transferred Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 8.2(e)), or to a lockbox -------------- established by the successor Servicer at the direction of the Agent, at the prior Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer Collateral Agent and the Majority Noteholders Backup Servicer reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, either the Trust Collateral Agent may, Trustee (to the extent a Responsible Officer of the Trustee has actual knowledge thereof or at the direction of the Majority Noteholders shallNote Voting Amount), the Issuer or the Note Voting Amount, by notice given in writing to the Servicer and Backup Servicer (and to the Trust Collateral Agent Trustee and the Issuer if given by the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement; provided, however, that the terminated Servicer (if CBC is the terminated Servicer) shall remain liable for any breach of its covenants described in Section 2.13 and Section 3.3(a) and for purchases of Receivables pursuant to Section 3.4. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Receivables or otherwise (other than any repurchase obligation of the Other Conveyed Property or otherwiseServicer for which CBC shall remain liable), automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersBackup Servicer; provided, however, that the successor Servicer shall (i) have no liability with respect to any obligation which was required to for, and shall be performed indemnified by the terminated Servicer prior to or CBC, and from the date that the successor Servicer becomes the Servicer Collection Account in accordance with Section 4.2(b), from and against any and all costs, expenses, losses, damages, claims and liabilities (collectively, "Losses"), arising out of or resulting from any claim act, omission or breach of a third party based on any alleged action or inaction this Agreement of the terminated Servicer or CBC and (ii) have no obligation to perform any repurchase or advancing obligations of CBC hereunder. The successor Servicer shall have no liability to the Noteholders, the Trustee or to any other Person for any Losses arising out of or resulting from delays of the terminated Servicer in transmitting Quarterly Records or Collection Records, to the successor Servicer, or for any other Losses incurred in the servicing transition. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Quarterly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral AgentIssuer, the Trustee and the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense. The terminated Servicer shall be entitled, for so long as it was performing its duties and obligations as Servicer in accordance with the terms of this Agreement, to its pro rata share of the Servicing Fee for the Quarterly Period during which the termination occurred.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent may, (to the extent it has knowledge Back to Contents thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the successor Backup Servicer (or such other replacement Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor replacement Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor replacement Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor replacement Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor replacement Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor replacement Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor replacement Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor replacement Servicer or a replacement Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the replacement Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the replacement Servicer (in which event the replacement Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the replacement Servicer at the direction of the Controlling Party, at the replacement Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor replacement Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayIndenture Trustee shall terminate, or at the written direction of the Majority Noteholders shall, Holders of Notes evidencing not less than a majority of the aggregate outstanding Note Balance of the Controlling Class by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate Backup Servicer, all of the rights and obligations of the Servicer under this Agreement. If a Servicer Termination Event shall occur and be continuing on or after the date on which each class of Notes has been repaid in full, the Majority Certificateholders may terminate by notice given in writing to the Servicer and the Backup Servicer all of the rights and obligations of the Servicer under this Agreement. The Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Collection Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicerdate, if any, specified in such notice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Residual Pass-through Certificates, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholdersunder Section 10.3); provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records Files that shall at the time be held by the terminated Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. All reasonable costs and expenses (including reasonable attorneys’ fees and boarding fees) incurred in connection with transferring any Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.2 shall be paid by the terminated Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the terminated Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid, such payment shall be made pursuant to Section 5.7(a). Upon receipt of notice of the occurrence of a Servicer Termination Event, the Indenture Trustee shall give notice thereof to the Rating Agencies. The successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the successor Servicer’s expense, which shall be reimbursable pursuant to the terms of clause (iii) of Section 5.7(a). The terminated Servicer shall grant the Trust Collateral Agent, Indenture Trustee and the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense. Appointment of Successor.

Consequences of a Servicer Termination Event. (a) If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shallAgent, by written notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) Parties, may terminate all of the rights and obligations of the Servicer Parties under this Agreement; provided, however, that notwithstanding such termination, the Servicer and Sub-Servicer shall be entitled to receive all accrued (through the occurrence of the Servicer Termination Event) and unpaid Servicing Fees and Sub-Servicing Fees, respectively, and all expense reimbursements owed to the Servicer and Sub-Servicer, respectively, pursuant to the terms of this Agreement. On 108 or after the receipt by the Servicer Parties of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer Parties under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Person appointed as Successor Servicer appointed by pursuant to Section 13.03. Notwithstanding any provision of this Agreement to the Majority Noteholders; providedcontrary, howeverif a Servicer Termination Event shall occur solely due to a failure, that breach, action, inaction, event or circumstance by, or related to, the successor Sub-Servicer (a "Limited Servicer Termination Event"), then the Servicer shall have no liability with respect (i) a period of thirty (30) days from the occurrence of such Limited Servicer Termination Event to identify a replacement for such Sub-Servicer, which replacement shall be an Eligible Sub-Servicer (a "Successor Sub-Servicer") and (ii) an additional period of time, commencing on the date of the date of the identification of such Successor Sub-Servicer and ending on the sixtieth (60th) day following the occurrence of such Limited Servicer Termination Event, to cause such Successor Sub- Servicer to assume all obligations, duties and liabilities of the Sub-Servicer hereunder. If the Servicer shall so identify a Successor Sub-Servicer and cause such Successor Sub-Servicer to assume all obligations, duties and liabilities of the Sub-Servicer hereunder in the time periods set forth in the immediately-preceding sentence (a "Sub-Servicer Replacement Event"), then such Limited Servicer Termination Event shall not constitute a Servicer Termination Event hereunder. The Sub-Servicer agrees that it shall continue to perform, in all material respects, all of the obligations and duties of Sub-Servicer hereunder during the period commencing on the date of occurrence of such Limited Servicer Termination Event and ending on the date of occurrence of such Sub-Servicer Replacement Event. Any Successor Sub-Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Sub-Servicer would have been entitled to under this Agreement if the Sub-Servicer had not resigned or been terminated hereunder. If any obligation which was required Successor Sub-Servicer is appointed for any reason, additional compensation may be paid to be performed such Successor Sub-Servicer as approved by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated ServicerAgent. The successor Successor Sub-Servicer appointed hereunder is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated prior Sub- Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of terminationits succession as Successor Sub- Servicer hereunder, whether to complete including, without limitation, completing the transfer and endorsement of the Pool Receivables and in accordance with the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, terms hereof or otherwise. The terminated prior Sub-Servicer agrees to continue to perform the obligations and duties of Sub-Servicer hereunder until the Successor Sub- Servicer shall have assumed such obligations and duties, and also agrees to cooperate with the successor Successor Sub-Servicer in effecting the termination of the responsibilities and rights of the terminated prior Sub-Servicer under this Agreement, including, without limitationlimitation and at the prior Sub-Servicer's expense, the transfer to the successor Servicer Successor Sub-Servicer, for administration by it it, of all cash amounts that shall at the time be held by the terminated prior Sub-Servicer for deposit, or have been deposited by the terminated prior Sub-Servicer, in the Collection Account or thereafter received with respect to the Pool Receivables and the delivery to the successor Custodian or Successor Sub-Servicer, as designated by the Servicer or Agent, of all Receivable Files, Monthly Records and Collection Records all files and records relating to the Pool Receivables and a computer tape in readable form as of the most recent Business Day Computer Tape containing all information necessary to enable the successor Successor Sub-Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.Pool 109

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur occur, then, and be continuingin each and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trust Collateral Agent may, or with the written consent of the Insurer (unless an Insurer Default has occurred and is continuing), and at the written direction of the Majority Insurer (or, if an Insurer Default has occurred and is continuing, Noteholders evidencing in the aggregate not less than 51% of the aggregate outstanding Principal Balance of the Notes), the Trust Collateral Agent shall, by notice given in writing to the Servicer Servicer, the Seller and the Backup Servicer, (and to the Trust Collateral Agent if given by the Noteholdersi) terminate all of the rights and obligations of the Servicer under this AgreementAgreement and in and to any Receivables and the proceeds thereof, subject to compensation, rights of reimbursement, indemnity and limitation on liability to which the Servicer is then entitled and the rights of indemnity to which the Trust Collateral Agent and the Insurer are then entitled pursuant to Section 9.04 hereof, and (ii) subject to 10.03, appoint the Backup Servicer as the successor Servicer. Such notice shall specify, to the extent possible, the timing and method of transition of the servicing of the Receivables from the Servicer to the Backup Servicer or another successor Servicer appointed pursuant to Section 10.03. On or and after the receipt by the Servicer of such written notice or and upon termination the effective date of the term of transfer to the ServicerBackup Servicer or such other successor Servicer specified in such notice, all authority, power, obligations authority and responsibilities power of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Notes or the Other Conveyed Property Receivables or otherwise, shall pass to, to and be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Backup Servicer or any claim of a third party based on any alleged action or inaction of the terminated such other successor Servicer. The successor Servicer , pursuant to and under this Section; and, without limitation, such Person is hereby authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as an attorney-in-fact or otherwise, any and all documents and other instruments instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificatesdocuments, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer such Person in effecting the termination of the Servicer's responsibilities and rights of the terminated Servicer under this Agreementhereunder, including, without limitation, the transfer to the successor Servicer such party for administration by it is of all cash amounts that which shall at the time thereafter be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expenseReceivables.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayNote Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trustee (to the extent it has knowledge thereof) or at the direction Holders of Notes evidencing not less than [ ]% of the Majority Noteholders shalloutstanding principal amount of the Notes, by notice given in writing to the Servicer (and to the Trust Collateral Agent Trustee if given by the NoteholdersNote Insurer or the Securityholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. The Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Collection Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Standby Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party under Section 10.3); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records Files and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid, such payment shall be made pursuant to Section 5.7(b) hereof. Upon receipt of notice of the occurrence of Servicer Termination Event, the Trustee shall give notice thereof to the Rating Agencies. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral AgentTrustee, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent mayNote Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trustee (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent Trustee if given by the Note Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or Receivables, the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to (i) any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or (ii) any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and Receivables, the Other Conveyed Property and related documents to show the Trust Trustee on behalf of the Noteholders and the Note Insurer as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or shall have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Files and Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables Receivables. In addition, upon the occurrence of a Servicer Termination Event the Servicer shall, if so requested by the Controlling Party, deliver to the Backup Servicer its Monthly Records within 15 days after demand therefor and a computer tape containing as of the Other Conveyed Propertyclose of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Receivables. The terminated Servicer shall grant the Trust Collateral AgentTrustee, the successor Servicer and the Majority Noteholders Controlling Party reasonable access during normal business hours to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer -------------------------------------------- Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, or at (to the direction of the Majority Noteholders shallextent it has knowledge thereof) a Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) terminate or by non-extension of the term of the Servicer as referred to in Section 4.14 may term inate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that -------- ------- the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at and, upon the direction of the Majority Noteholders Required Lenders, the Agent shall, by written notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) Servicer, terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of if the term of the ServicerAgent shall not have delivered a Servicer Extension Notice pursuant to SECTION 8.14, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersBackup Servicer; providedPROVIDED, howeverHOWEVER, that the successor Backup Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated prior Servicer prior to the date that the successor Backup Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Servicer. The successor Backup Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated prior Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Transferred Receivables and the Other Conveyed Property and related documents to show the Trust Collateral Agent (for the benefit of the Secured Parties) as lienholder or secured party on the related Lien Certificatesparty, or otherwise. The terminated prior Servicer agrees to cooperate with the successor Backup Servicer in effecting the termination of the responsibilities and rights of the terminated prior Servicer under this Agreement, including, without limitationlimitation and at the prior Servicer's expense, the transfer to the successor Backup Servicer for administration by it of all cash amounts that shall at the time be held by the terminated prior Servicer for deposit, or have been deposited by the terminated prior Servicer, in the Collection Account or thereafter received with respect to the Transferred Receivables and the delivery to the successor Backup Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Backup Servicer or a successor Servicer to service the Transferred Receivables. In addition, upon the occurrence of a Servicer Termination Event, the Servicer shall, if so requested by the Agent, deliver to the Backup Servicer its Monthly Records within five days after demand therefor and a computer tape or diskette (or any other means of electronic transmission acceptable to the Backup Servicer) containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Transferred Receivables. If requested by the Agent, the Backup Servicer or successor Servicer shall terminate the Lockbox Agreement with respect to the Transferred Receivables and direct the Other Conveyed PropertyObligors to make all payments under the Transferred Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with SECTION 8.2(e)), or to a lockbox established by the successor Servicer at the direction of the Agent, at the prior Servicer's expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer Agent and the Majority Noteholders Backup Servicer reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, either the Trust Collateral Agent may, Trustee (to the extent it has knowledge thereof) or at the direction Holders of Notes evidencing not less than a majority of the Majority Noteholders shall, aggregate outstanding Note Balance of the Controlling Class by notice given in writing to the Servicer and the Backup Servicer (and to the Trust Collateral Agent Trustee if given by the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. If a Servicer Termination Event shall occur and be continuing on or after the date on which each class of Notes has been repaid in full, either the Trustee (to the extent it has knowledge thereof) or the Majority Certificateholders by notice given in writing to the Servicer and the Backup Servicer (and the Trustee if such notice is given by the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. The Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Collection Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicerdate, if any, specified in such notice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Residual Pass-through Certificates, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority Noteholdersunder Section 10.3); provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records Files that shall at the time be held by the terminated Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. All reasonable costs and expenses (including reasonable attorneys’ fees and boarding fees) incurred in connection with transferring any Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.2 shall be paid by the terminated Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the terminated Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid, such payment shall be made pursuant to Section 5.7(a). Upon receipt of notice of the occurrence of a Servicer Termination Event, the Trustee shall give notice thereof to the Rating Agency. The successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the successor Servicer’s expense, which shall be reimbursable pursuant to the terms of clause (iii) of Section 5.7(a). The terminated Servicer shall grant the Trust Collateral Agent, Trustee and the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent may, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination 66 of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) or by non-extension of the term of the Servicer as referred to in Section 4.14 may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the successor Backup Servicer (or such other replacement Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor replacement Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor replacement Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor replacement Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor replacement Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor replacement Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor replacement Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor replacement Servicer or a replacement Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the replacement Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the replacement Servicer (in which event the replacement Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the replacement Servicer at the direction of the Controlling Party, at the replacement Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor replacement Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuingoccur, the Trust Collateral Agent may, Indenture Trustee or at the direction Noteholders evidencing more than 50% of the Majority Noteholders shallvoting interests of the Controlling Class may, by notice given in writing to the Servicer (and to the Trust Collateral Agent Indenture Trustee, the Owner Trustee and the Depositor if given by the such Noteholders) ), terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicernotice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority NoteholdersServicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation which that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related Lien Certificates, (2006-B Sale and Servicing Agreement) 40 certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be money and property held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery other records relating to the successor Receivables, including any portion of the Receivables File held by the Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed PropertyReceivables. The terminated Servicer shall grant the Trust Collateral Agent, also provide the successor Servicer and the Majority Noteholders reasonable access to Servicer personnel and computer records in order to facilitate the terminated Servicer’s premises at the terminated Servicer’s expenseorderly and efficient transfer of servicing duties.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trust Collateral Agent mayAgent, (to the extent it has knowledge thereof) or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Certificates or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Backup Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent maySecurity Insurer (or, if an Insurer Default shall have occurred and be continuing either the Trustee, (to the extent the Trustee has knowledge thereof) the Issuer or at the direction of the Majority Noteholders shalla Note Majority), by notice given in writing to the Servicer (and to the Trust Collateral Agent Trustee and the Issuer if given by the Security Insurer or the Noteholders) - 80 - 88 or by non-extension of the term of the Servicer as referred to in Section 3.14 may terminate all of the rights and obligations of the Servicer under this Agreement; provided, however, that the terminated Servicer (if FEFG is the terminated Servicer) shall remain liable for any breach of its representations, warranties and covenants described in Section 3.6(b) and for purchases of Receivables pursuant to Section 2.5. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Majority NoteholdersControlling Party); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to for, and shall be performed indemnified by the terminated Servicer prior to Servicer, FEFG, and from the date that the successor Servicer becomes the Servicer Collection Account in accordance with Section 4.2(b), from and against any and all costs, expenses, losses, damages, claims and liabilities (collectively, "Losses"), arising out of or resulting from any claim act, omission or breach of a third party based on any alleged action or inaction this Agreement of the terminated Servicer or FEFG. The successor Servicer shall have no liability to the Noteholders, the Trustee, the Security Insurer, or to any other person, for any Losses arising out of or resulting from delays of the terminated Servicer or Custodian in transmitting Receivable Files, Monthly Records or Collection Records, to the successor Servicer, or for any other Losses incurred in the Servicing transition. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust Issuer as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall direct the Obligors then making payments directly to the Servicer to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 3.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer's expense. The terminated Servicer shall grant the Trust Collateral AgentIssuer, the Trustee, the successor Servicer and the Majority Noteholders Controlling Party reasonable access to the terminated Servicer’s 's premises at the terminated Servicer’s 's expense. At any time following the occurrence of (x) a Servicer Termination Event or (y) an event which permits any lender or investor to have direct access to any lock-box or P.O. box which then receives payments on the Receivables, the Servicer shall at the direction of the Security Insurer, (i) establish a new P.O. box to which such persons shall not have access and (ii) notify the Obligors to mail their payments to the new P.O. box.