Common use of Effective Period and Termination Clause in Contracts

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Cut-off Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni JDCC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may shall be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholder, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” (within the meaning of Section 9-105 of the UCC) of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer as provided in Section 10.02(f) or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni JDCC shall use commercially reasonable efforts to convert an the “authoritative copy copy” into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original.” Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the successor Servicer or to possession of the Indenture Trustee or the Indenture Trustee’s designee agent at the such place or places as the Indenture Trustee may reasonably designate. The Servicer shall pay the fees of any other Person acting as custodian of the Receivables Files.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign the Bank resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.016.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee pursuant to the Transaction Documents, or by the Holders of the Controlling Securities Noteholders evidencing not less than 25% a majority of the Outstanding Amount Note Balance of the Controlling Securities Class (or, with if the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes are no longer Outstanding, by the Owner TrusteeMajority Certificateholders), in the same manner as the Indenture Relevant Trustee or such Holders Noteholders (or Certificateholders) may terminate the rights and obligations of the Servicer under Section 8.016.1. As soon as practicable after any termination of such appointment, the Servicer shall will deliver to the successor custodian the Receivable Files to and the Indenture Trustee or related accounts and records maintained by the Indenture Trustee’s agent Servicer at such place or places as the Indenture Trustee successor custodian may reasonably designate; provided, however, that with respect to “authoritative copies” copies of the Receivables constituting “electronic chattel paper,” (a) if , the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s appointment as custodian agent (provided that the Servicer has not been terminated in connection accordance with the resignation provisions of this Section 2.1(g)) or termination (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer as servicer, prior to its termination such that the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred copy delivered to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an agent becomes the authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, Receivable constituting electronic chattel paper. No such termination or resignation shall be given effect until a successor custodian has assumed the duties as custodian hereunder and shall deliver such tangible authoritative copy to in the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateTransaction Documents.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If World Omni BMW FS, or any successor Servicer, shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificateholders representing not less than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. As soon as practicable after any termination of such appointment (but in no event more than ten (10) Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni BMW FS shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s BMW FS’ electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If World Omni BMW FS, or any successor Servicer, shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificateholders representing not less than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. As soon as practicable after any termination of such appointment (but in no event more than 10 Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni BMW FS shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s BMW FS’ electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this SectionSection 2.9. If World Omni shall resign the Servicer resigns as a Servicer in accordance with the provisions of this Agreement under Section 8.5, or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.019.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee or by the Holders holders of the Controlling Securities Certificates evidencing not less than 25% a majority of the Outstanding Amount aggregate outstanding principal balance of the Controlling Securities or, with Class A Certificates and the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner TrusteeClass B Certificates taken together as a single class, in the same manner as the Indenture Trustee or such Holders holders may terminate the rights and obligations of the Servicer under Section 8.019.1. The Trustee may terminate the Servicer's appointment as a custodian hereunder at any time with cause, or with 30 days' prior notice without cause, upon written notification to the Servicer. As soon as practicable after any termination of such appointment, appointment the Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee Trustee, the Trustee's agent or the Indenture Trustee’s agent 's designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or . Notwithstanding any termination of the Servicer as servicercustodian hereunder (other than in connection with a termination resulting from the termination of the Servicer, as such, pursuant to Section 9.1), the Trustee agrees that, from and after the date of such termination, and for so long as the Servicer is acting as such pursuant to this Agreement, the Trustee shall provide, or cause the successor custodian shall transfer such “authoritative copies” to provide, access to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred Receivable Files to the Indenture Trustee or Servicer, at the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed times as the tangible authoritative copy that constitutes original tangible chattel paper Servicer shall request, for purposes the purpose of carrying out its duties and responsibilities with respect to the servicing of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateReceivables hereunder.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Cut-off Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni JDCC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may shall be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholder, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” (within the meaning of Section 9-105 of the UCC) of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer as provided in Section 10.2(f) or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni JDCC shall use commercially reasonable efforts to convert an the “authoritative copy copy” into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original”. Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the successor Servicer or to possession of the Indenture Trustee or the Indenture Trustee’s designee agent at the such place or places as the Indenture Trustee may reasonably designate. The Servicer shall pay the fees of any other Person acting as custodian of the Receivables Files.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If World Omni BMW FS, or any successor Servicer, shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificateholders representing not less than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. As soon as practicable after any termination of such appointment (but in no event more than 10 Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni BMW FS shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s BMW FS’ electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCCcopy, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s appointment Servicer shall act as custodian shall become effective as of the Cutoff Date Receivables and shall continue to act in full force such capacity unless and effect until terminated pursuant to this SectionSection 3.08. If World Omni the Servicer or any successor Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer or any successor Servicer shall have been terminated under Section 8.018.02, (i) such Servicer shall also resign as custodian of the Receivables and (ii) the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes, or, with the consent of if no Notes are outstanding, by Holders of the Controlling Securities Certificates evidencing not less than 25% of the Outstanding Amount of percentage interests in the Controlling Securities, by the Owner TrusteeCertificates, in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer's appointment as custodian, with cause, at any time upon written notification to the Servicer and without cause, only by written notification to the Servicer pursuant to Section 8.02. As soon as practicable after any termination of such appointment (but in no event more than ten Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent 's agent, at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) that, if the Servicer’s appointment Servicer shall have been terminated as custodian has been terminated without cause pursuant to this Section 3.08, the Servicer shall be entitled to reimbursement by the Issuer for all reasonable out-of-pocket expenses incurred in connection with such delivery of the resignation or Receivable Files. Notwithstanding the termination of the Servicer as servicercustodian, the custodian shall transfer Indenture Trustee and the Owner Trustee agree that, upon any such “authoritative copies” to termination and for so long as the successor Servicer or (b) otherwiseremains the Servicer hereunder, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Owner Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for purposes the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateReceivables.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing [not less than 25% 50%] of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing [not less than 25% 50%] of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing [not less than 50%] of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing [not less than 50%] of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the [Initial] Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate.

Effective Period and Termination. The ServicerTrust Collateral Agent’s appointment as custodian Custodian shall become effective as of the Cutoff Date date of delivery of the Receivable Files (which shall be a date on or before the Closing Date) and shall continue in full force and effect until terminated pursuant to this SectionSubsection (h). If World Omni Backup Servicer shall resign as Backup Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.6, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Indenture Insurer (so long as an Insurer Default has not occurred and is continuing), the Owner Trustee, Trustee or by the Holders of the Controlling Securities Notes evidencing not less greater than 25% of the Outstanding Amount aggregate outstanding principal amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing not less Certificates representing greater than 2550% of the Outstanding Amount outstanding percentage interest of the Controlling SecuritiesCertificates), by upon the Owner Trustee, prior written consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing) in each case in the same manner as the Indenture Trust, Trustee or such Holders may terminate the rights and obligations of the Backup Servicer under Section 8.019.1. The Trustee, or, if no Notes are then outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing greater than 50% of the outstanding principal interest of the Certificates, may terminate Trust Collateral Agent’s appointment as Custodian hereunder at any time with cause. Any successor Custodian must be approved in writing by the Controlling Party. As soon as practicable after any termination of such appointment, the Servicer Trust Collateral Agent shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as Trustee or Owner Trustee, as applicable, may reasonably designate. Notwithstanding any termination of Trust Collateral Agent as Custodian hereunder, from and after the date of such termination, and for so long as Trust Collateral Agent is acting as such pursuant to this Agreement, Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Trust Collateral Agent, at such times as Trust Collateral Agent shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables hereunder. In addition, the obligations of the Custodian under this Agreement shall terminate upon the final payment or other liquidation (or advance with respect thereto) of the last Receivable, and the final remittance of all funds due the Owner Trustee under the Trust Agreement and the Indenture Trustee may reasonably designate; providedunder the Indenture. In such event, however, that all documents remaining in the Receivable Files shall be released in accordance with respect to “authoritative copies” the written instructions of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each caseTrust, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateapplicable.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian may Custodian hereunder shall be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less more than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing not less Certificates representing more than 2550% of the Outstanding Amount of the Controlling SecuritiesAdjusted Certificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing more than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing more than 50% of the Adjusted Certificate Balance, shall terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee (or Owner Trustee, if no Notes are outstanding) shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The ServicerTrust Collateral Agent’s appointment as custodian Custodian shall become effective as of the Cutoff Date date of delivery of the Receivable Files (which shall be a date on or before the Closing Date) and shall continue in full force and effect until terminated pursuant to this SectionSubsection (h). If World Omni Backup Servicer shall resign as Backup Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.6, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Indenture Insurer (so long as an Insurer Default has not occurred and is continuing), the Owner Trustee, Trustee or by the Holders of the Controlling Securities Notes evidencing not less greater than 25% of the Outstanding Amount aggregate outstanding principal amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing not less Certificates representing greater than 2550% of the Outstanding Amount outstanding percentage interest of the Controlling SecuritiesCertificates), by upon the Owner Trustee, prior written consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing) in each case in the same manner as the Indenture Trust, Trustee or such Holders may terminate the rights and obligations of the Backup Servicer under Section 8.019.1. The Trustee, or, if no Notes are then outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing greater than 50% of the outstanding principal interest of the Certificates, may terminate Trust Collateral Agent’s appointment as Custodian hereunder at any time with cause. As soon as practicable after any termination of such appointment, the Servicer Trust Collateral Agent shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as Trustee or Owner Trustee, as applicable, may reasonably designate. Notwithstanding any termination of Trust Collateral Agent as Custodian hereunder, from and after the date of such termination, and for so long as Trust Collateral Agent is acting as such pursuant to this Agreement, Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Trust Collateral Agent, at such times as Trust Collateral Agent shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables hereunder. In addition, the obligations of the Custodian under this Agreement shall terminate upon the final payment or other liquidation (or advance with respect thereto) of the last Receivable, and the final remittance of all funds due the Owner Trustee under the Trust Agreement and the Indenture Trustee may reasonably designate; providedunder the Indenture. In such event, however, that all documents remaining in the Receivable Files shall be released in accordance with respect to “authoritative copies” the written instructions of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each caseTrust, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateapplicable.

Effective Period and Termination. The Servicer’s appointment as custodian hereunder shall become effective as of on the Cutoff Date date hereof and shall continue in full force and effect until terminated pursuant to this SectionSection 3.6 or until this Agreement shall be terminated. If World Omni shall resign as Upon the occurrence of a Servicer Default, ZVF or the Trustee may, in accordance with the provisions of this Agreement or if all Section 16.7 of the rights ZVF Lease and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee or by the Holders 8.7(c) of the Controlling Securities evidencing not less than 25% Base Indenture, terminate the Servicer and appoint a successor Servicer in respect of the Outstanding Amount of ZVF Vehicles; provided that no such termination shall become effective until a successor Servicer with respect to the Controlling Securities or, with ZVF Vehicles has been appointed and such successor Servicer has agreed in writing to assume the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations duties of the Servicer with respect to the ZVF Vehicle hereunder and under Section 8.01the other Related Documents. The parties hereto agree that the delivery by the Trustee and the Collateral Agent of a Fiserv Action Notice (as such term is defined in the Back-Up Disposition Agreement) in accordance with the terms of the Back-Up Disposition Agreement shall constitute a termination of the Servicer and an appointment of the Back-Up Disposition Agent (as such term is defined in the Back-Up Disposition Agent Agreement) as a successor Servicer in accordance with the terms of this Agreement, the ZVF Lease and the Indenture, for which no consent of the Trustee shall be required. As soon as practicable after any termination of such appointment, the Servicer shall shall, at its expense, deliver the Receivable Files all documents and records relating to the Indenture Trustee ZVF Vehicle Collateral, including, without limitation, the most recent Fleet Report, to such successor Servicer and to the General Secured Party or the Indenture TrusteeGeneral Secured Party’s agent at such place or places as the Indenture Trustee General Secured Party may reasonably designate; provided, however, that with respect to “authoritative copies” . If all of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment rights and obligations of Zipcar as custodian has Servicer under any Segregated Series Lease relating to a Segregated Collateral Agency Series shall have been terminated under the applicable section of such Segregated Series Lease, the appointment of Zipcar as Servicer in connection with respect of the resignation or termination ZVF Segregated Vehicles relating to such Segregated Series hereunder may be terminated by the applicable Segregated Series Secured Party in the same manner as the Segregated Series Secured Party may terminate the rights and obligations of the Servicer under the applicable section of such Segregated Series Lease. As soon as servicerpracticable after any termination of such appointment, the custodian shall transfer such “authoritative copies” Servicer shall, at its expense, deliver all documents and records relating to the successor Servicer or (b) otherwiserelated ZVF Segregated Series Vehicle Collateral, unless otherwise instructed by including, without limitation, the Indenture Trusteemost recent Fleet Report, such “authoritative copies” shall be transferred to the Indenture Trustee applicable Segregated Series Secured Party or the Indenture TrusteeSegregated Series Secured Party’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing agent at such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee applicable Segregated Series Secured Party may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Cut-off Date and shall continue in full force and effect until terminated pursuant to this SectionSection 2.8. If World Omni the Bank shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.017.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee Trustee, or by the Holders holders of the Controlling Securities Notes evidencing not less than 25% a majority of the Outstanding Amount principal amount of the Controlling Securities orClass Outstanding (or if no Notes are Outstanding, with the consent by holders of Holders of the Controlling Securities Certificates evidencing not less than 25% a majority of the Outstanding Amount of the Controlling Securities, Percentage Interests evidenced by the Owner TrusteeCertificates), in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.017.1. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent the Receivable Files and the related accounts and records maintained by the Servicer at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” copies of the Receivables constituting “electronic chattel paper,” (a) if , the Servicer’s appointment as custodian has been terminated , in connection with the resignation or termination its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Servicer as servicer, Issuer and the custodian shall transfer such “authoritative copies” to the successor Servicer Indenture Trustee or (b) otherwise, unless otherwise instructed by the Indenture Trustee, ’s agent or (ii) deliver copies of such “authoritative copies” shall be transferred copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an agent becomes the authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateReceivable constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Cut-off Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni JDCC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may shall be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholder, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” (within the meaning of Section 9-105 of the UCC) of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer as provided in Section 10.02(f) or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni JDCC shall use commercially reasonable efforts to convert an the “authoritative copy copy” into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original”. Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the successor Servicer or to possession of the Indenture Trustee or the Indenture Trustee’s designee agent at the such place or places as the Indenture Trustee may reasonably designate. The Servicer shall pay the fees of any other Person acting as custodian of the Receivables Files.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this SectionSection 3.08. If World Omni the Servicer or any successor Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes, or, with if no Notes are outstanding, by Holders (other than the consent Seller or an Affiliate thereof) of Holders of the Controlling Securities Certificates evidencing not less than 25% of the Outstanding Amount of percentage interests in the Controlling Securities, by the Owner TrusteeCertificates, in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer's appointment as custodian, with cause, at any time upon written notification to the Servicer and without cause, only by written notification to the Servicer pursuant to Section 8.02. As soon as practicable after any termination of such appointment (but in no event more than ten (10) Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent , at such place or places as the Bond Administrator, on behalf of the Indenture Trustee Trustee, may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) that, if the Servicer’s appointment as custodian has Servicer shall have been terminated without cause pursuant to this Section 3.08, the Servicer shall be entitled to reimbursement for all reasonable out-of-pocket expenses incurred in connection with such delivery of the resignation or Receivable Files. Notwithstanding the termination of SST as custodian, the Indenture Trustee and the Owner Trustee agree that, upon any such termination and for so long as SST remains the Servicer as servicerhereunder, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” the Bond Administrator or the Owner Trustee, as the case may be, shall be transferred provide, or cause its agent to provide, access to the Indenture Trustee or Receivable Files to the Indenture Trustee’s designee. In each case, if necessary, an authorized representative Servicer for the purpose of World Omni shall use commercially reasonable efforts enabling the Servicer to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form perform its obligations under this Agreement with respect to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes servicing of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateReceivables.

Effective Period and Termination. The ServicerTrust Collateral Agent’s appointment as custodian Custodian shall become effective as of the Cutoff Date date of delivery of the Receivable Files (which shall be a date on or before the Closing Date) and shall continue in full force and effect until terminated pursuant to this SectionSubsection (h). If World Omni Backup Servicer shall resign as Backup Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.6, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Indenture Insurer (so long as an Insurer Default has not occurred and is continuing), the Owner Trustee, Trustee or by the Holders of the Controlling Securities Notes evidencing not less greater than 25% of the Outstanding Amount aggregate outstanding principal amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing not less Certificates representing greater than 2550% of the Outstanding Amount outstanding percentage interest of the Controlling SecuritiesCertificates), by upon the Owner Trustee, prior written consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing) in each case in the same manner as the Indenture Issuer, Trustee or such Holders may terminate the rights and obligations of the Backup Servicer under Section 8.019.1. The Trustee, or, if no Notes are then outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing greater than 50% of the outstanding principal interest of the Certificates, may terminate Trust Collateral Agent’s appointment as Custodian hereunder at any time with cause. As soon as practicable after any termination of such appointment, the Servicer Trust Collateral Agent shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Trust Collateral Agent as Custodian hereunder, howeverfrom and after the date of such termination, that and for so long as Trust Collateral Agent is acting as such pursuant to this Agreement, Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Trust Collateral Agent, at such times as Trust Collateral Agent shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section. If World Omni NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by the Issuer, the Servicer, the Seller or any of their Affiliates unless all of the Notes are held or beneficially owned by the Issuer, the Servicer, the Seller or any of their Affiliates) or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates unless all of the Certificates are held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Relevant Trustee or the Indenture Trustee’s agent thereof at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Relevant Trustee may reasonably designate.

Effective Period and Termination. The ServicerTrust Collateral Agent’s appointment as custodian Custodian shall become effective as of the Cutoff Date date of delivery of the Receivable Files (which shall be a date on or before the Closing Date) and shall continue in full force and effect until terminated pursuant to this SectionSubsection (h). If World Omni Backup Servicer shall resign as Backup Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.6, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Indenture Insurer (so long as an Insurer Default has not occurred and is continuing), the Owner Trustee, Trustee or by the Holders of the Controlling Securities Notes evidencing not less greater than 25% of the Outstanding Amount aggregate outstanding principal amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing not less Certificates representing greater than 2550% of the Outstanding Amount outstanding percentage interest of the Controlling SecuritiesCertificates), by upon the Owner Trustee, prior written consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing) in each case in the same manner as the Indenture Issuer, Trustee or such Holders may terminate the rights and obligations of the Backup Servicer under Section 8.019.1. The Trustee, or, if no Notes are then outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing greater than 50% of the outstanding principal interest of the Certificates, may terminate Trust Collateral Agent’s appointment as Custodian hereunder at any time with cause. As soon as practicable after any termination of such appointment, the Servicer Trust Collateral Agent shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as Trustee or Owner Trustee, as applicable, may reasonably designate. Notwithstanding any termination of Trust Collateral Agent as Custodian hereunder, from and after the date of such termination, and for so long as Trust Collateral Agent is acting as such pursuant to this Agreement, Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Trust Collateral Agent, at such times as Trust Collateral Agent shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables hereunder. In addition, the obligations of the Custodian under this Agreement shall terminate upon the final payment or other liquidation (or advance with respect thereto) of the last Receivable, and the final remittance of all funds due the Owner Trustee under the Trust Agreement and the Indenture Trustee may reasonably designate; providedunder the Indenture. In such event, however, that all documents remaining in the Receivable Files shall be released in accordance with respect to “authoritative copies” the written instructions of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each caseIssuer, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateapplicable.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Cut-off Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni JDCC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may shall be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholder, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” (within the meaning of Section 9-105 of the UCC) of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer as provided in Section 10.02(f) or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni JDCC shall use commercially reasonable efforts to convert an the Table of Contents “authoritative copy copy” into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original.” Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the successor Servicer or to possession of the Indenture Trustee or the Indenture Trustee’s designee agent at the such place or places as the Indenture Trustee may reasonably designate. The Servicer shall pay the fees of any other Person acting as custodian of the Receivables Files.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section. If World Omni NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by the Issuer, the Servicer, the Seller or any of their Affiliates unless all of the Notes are held or beneficially owned by the Issuer, the Servicer, the Seller or any of their Affiliates) or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates unless all of the Certificates are held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, 27 (Nissan 2011-B Sale and Servicing Agreement) the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Relevant Trustee or the Indenture Trustee’s agent thereof at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Relevant Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date Date, and shall continue in full force and effect until terminated pursuant to this Section. If World Omni NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates) or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the 27 (Nissan 2004-B Sale and Servicing Agreement) Certificates are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer's appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days' prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Relevant Trustee or the Indenture Trustee’s agent thereof at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Relevant Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section. If World Omni NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates) or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Certificates are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer’s appointment as custodian, with cause, at any time upon (Nissan 2009-1 Sale and Servicing Agreement) 27 written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Relevant Trustee or the Indenture Trustee’s agent thereof at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Relevant Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian This Agreement shall become effective as of the Cutoff Date and shall continue remain in full force and effect until terminated pursuant for an initial term ending __________, 20__ (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive _____-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than sixty (60) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Section. If World Omni shall resign as Servicer Agreement without penalty: (i) in accordance with the provisions event of the other party’s material breach of this Agreement or if all of that the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” other party has either (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” failed to the successor Servicer cure or (b) otherwisefailed to establish a remedial plan to cure that is mutually agreed, within 30 days’ written notice of such breach unless otherwise instructed the parties agree to extend such cure period, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of the Agreement pursuant to this paragraph, the Fund shall pay Custodian its compensation due and undisputed and shall reimburse Custodian for its reasonable out-of-pocket expenses associated with such termination. All out-of-pocket expenses under this sub-paragraph for which the Custodian seeks reimbursement must be pre-approved by the Indenture TrusteeFund in writing; such approval shall not be unreasonably withheld. In the event of the Fund's termination of this Agreement during the Initial Term for any reason other than as set forth in the immediately preceding paragraph , such “authoritative copies” the Fund shall be transferred pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian during the term with respect to the Indenture Trustee Fund) and shall reimburse the Custodian for reasonable out-of-pocket expenses associated with such termination (“Termination Payment”). All out-of-pocket expenses under this sub-paragraph for which the Custodian seeks reimbursement must be pre-approved by the Custodian in writing; such approval shall not be unreasonably withheld. Promptly upon the Fund’s request, the Custodian will deliver the Fund’s securities and cash as set forth hereinbelow. Notwithstanding the foregoing, no Termination Payment will be required to be paid by the Fund in the event of the liquidation or dissolution of the Fund and distribution of the Fund’ assets as a result of the Board’s determination that the Fund is no longer viable (b) a merger of the Fund into, or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes consolidation of the UCCFund with, another entity, or (c) the sale by the Fund of all, or substantially all, of its assets to another entity. The provisions of Sections 6, 11 and 12 of this Agreement shall deliver such tangible authoritative copy to survive termination of this Agreement for any reason. Notwithstanding the successor Servicer or to above, in the Indenture Trustee event of the termination of the Transfer Agent and Service Agreement or the Indenture Trustee’s designee Administration Agreement between State Street and the Fund, the Fund at any time may terminate this Agreement in whole or in part. The Fund may terminate this Agreement immediately without penalty on written notice to State Street in the place or places as event that a material breach of this Agreement, the Indenture Trustee may reasonably designateTransfer Agent and Services Agreement and/or the Administration Agreement by State Street that has not been cured within thirty (30) days’ of State Street being given written notice of the material breach unless the parties agree to extend the period to remedy the breach.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign the Bank resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.016.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee pursuant to the Transaction Documents, or by the Holders of the Controlling Securities Noteholders evidencing not less than 25% a majority of the Outstanding Amount Note Balance of the Controlling Securities Class (or, with if the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes are no longer Outstanding, by the Owner TrusteeMajority Certificateholders), in the same manner as the Indenture Relevant Trustee or such Holders Noteholders (or Certificateholders) may terminate the rights and obligations of the Servicer under Section 8.016.1. As soon as practicable after any termination of such appointment, the Servicer shall will deliver to the successor custodian the Receivable Files and the related accounts and records maintained by the Servicer at such place or places as the successor custodian may reasonably designate[; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been terminated in accordance with the provisions of this Section 2.1(g)) or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as becomes the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” copy of the Receivables Receivable constituting “electronic chattel paper,” (a) if .] No such termination or resignation shall be given effect until a successor custodian has assumed the Servicer’s appointment duties as custodian has been terminated hereunder and in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateTransaction Documents.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated 3 Form of Servicing Agreement Table of Contents pursuant to this Section. If World Omni shall resign the Bank resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.016.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee pursuant to the Transaction Documents, or by the Holders of the Controlling Securities Noteholders evidencing not less than 25% a majority of the Outstanding Amount Note Balance of the Controlling Securities Class (or, with if the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes are no longer Outstanding, by the Owner TrusteeMajority Certificateholders), in the same manner as the Indenture Relevant Trustee or such Holders Noteholders (or Certificateholders) may terminate the rights and obligations of the Servicer under Section 8.016.1. As soon as practicable after any termination of such appointment, the Servicer shall will deliver to the successor custodian the Receivable Files and the related accounts and records maintained by the Servicer at such place or places as the successor custodian may reasonably designate[; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been terminated in accordance with the provisions of this Section 2.2(g)) or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as becomes the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” copy of the Receivables Receivable constituting “electronic chattel paper,” (a) if .] No such termination or resignation shall be given effect until a successor custodian has assumed the Servicer’s appointment duties as custodian has been terminated hereunder and in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateTransaction Documents.

Effective Period and Termination. The Master Servicer’s appointment as custodian Custodian shall become effective as of the Cutoff Date date of delivery of the Receivable Files (which shall be a date on or before the Closing Date) and shall continue in full force and effect until terminated pursuant to this SectionSubsection (h). If World Omni Master Servicer shall resign as Master Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Master Servicer shall have been terminated under Section 8.018.1, the appointment of such Master Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee, Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less greater than 25% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing not less Certificates representing greater than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee, Indenture Trustee or such Holders may terminate the rights and obligations of the Master Servicer under Section 8.018.1. The Indenture Trustee, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing greater than 50% of the Certificate Balance, may terminate Master Servicer’s appointment as Custodian hereunder at any time with cause. As soon as practicable after any termination of such appointment, the appointment Master Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Master Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Master Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Master Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Master Servicer, at such times as Master Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If World Omni BMW FS, or any successor Servicer, shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders Notes of the Controlling Securities evidencing Class (or, if no Notes are then Outstanding, the Certificateholders representing not less than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. As soon as practicable after any termination of such appointment (but in no event more than 10 Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni BMW FS shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s BMW FS’ electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCCcopy, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this SectionSection 3.08. If World Omni the Servicer or any successor Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities orNotes, with by the consent Owner Trustee or by Holders (other than the Seller or an Affiliate thereof) of Holders of the Controlling Securities Certificates evidencing not less than 25% of the Outstanding Amount of percentage interests in the Controlling Securities, by the Owner TrusteeCertificates, in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer's appointment as custodian, with cause, at any time upon written notification to the Servicer and without cause, only by written notification to the Servicer pursuant to Section 8.02. As soon as practicable after any termination of such appointment (but in no event more than ten (10) Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s 's agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of . Notwithstanding the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of National City as custodian, the Indenture Trustee and the Owner Trustee agree that, upon any such termination and for so long as National City remains the Servicer as servicerhereunder, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Owner Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for purposes the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateReceivables.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2022-1A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If World Omni BMW FS, or any successor Servicer, shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificateholders representing not less than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. As soon as practicable after any termination of such appointment (but in no event more than 10 Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent 's designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “"authoritative copies” " of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s 's appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “"authoritative copies” " to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “"authoritative copies” " shall be transferred to the Indenture Trustee or the Indenture Trustee’s 's designee. In each case, if necessary, an authorized representative of World Omni BMW FS shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s BMW FS' electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s 's designee at the place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the SALE AND SERVICING AGREEMENT 9 termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section. If World Omni NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates) or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Certificates are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Relevant Trustee or the Indenture Trustee’s agent thereof at such place or places as the Indenture Relevant Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” . (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system Nissan 2008-B Sale and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate.Servicing Agreement)

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as to the Contracts being sold on a Contract Purchase Date as of the Cutoff applicable Cut-Off Date for such Contract Purchase Date and shall continue in full force and effect until terminated pursuant to this SectionSection 3.07 or until this Agreement and Indenture shall be terminated and all of the Notes and other amounts due and owing under the Indenture are paid in full. The Servicer may perform its duties as custodian through one or more agents, which agents may maintain physical possession of Contract Files as agent for the Servicer acting as custodian. If World Omni the Servicer shall resign as Servicer in accordance with the provisions of this Agreement under Section 7.05 or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by Trustee, acting at the Holders direction of the Controlling Securities Noteholders of Notes evidencing not less than 25% a majority of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner TrusteeNote Principal Balance, in the same manner as the Indenture Trustee or such Holders Noteholders may terminate the rights and obligations of the Servicer under Section 8.01. The Purchaser or the Trustee, acting at the direction of Noteholders of Notes evidencing not less than a majority of the Note Principal Balance, may terminate the Servicer's appointment as custodian at any time upon written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Contract Files to the Indenture Trustee or to a person designated by the Indenture Trustee’s agent Trustee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that . The Servicer shall cooperate with the Trustee in making the transfer and shall bear all of its costs and expenses with respect to “authoritative copies” of such transfer. Notwithstanding the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicercustodian, the custodian Trustee agrees that upon any such termination, the Trustee shall transfer such “authoritative copies” provide, or cause a Person designated by the Trustee to provide, access to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred Contract Files to the Indenture Trustee or Servicer and each subservicer for the Indenture Trustee’s designee. In each case, if necessary, an authorized representative purpose of World Omni shall use commercially reasonable efforts carrying out the Servicer's duties and responsibilities with respect to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes servicing of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateContracts hereunder.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section. If World Omni NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates) or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Certificates are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Relevant Trustee or the Indenture Trustee’s agent thereof at such place or places as the Indenture Relevant Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” . 29 (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system Nissan 2008-A Sale and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate.Servicing Agreement)

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee or Owner Trustee, as applicable, shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section. If World Omni NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer NMAC as custodian may be terminated by the (Nissan 2007-A Sale and Servicing Agreement) 30 Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates) or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Certificates are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Relevant Trustee or the Indenture Trustee’s agent thereof at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Relevant Trustee may reasonably designate.

Effective Period and Termination. (a) The Servicer’s 's appointment as custodian of the Related Documents pursuant to Section 2.04 shall become effective as of the Cutoff Closing Date and shall continue in full force and effect until terminated pursuant to this SectionSection 2.09. If World Omni NationsCredit HES shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.017.01, the appointment of such the Servicer as custodian of the Related Documents may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, Certificate Insurer in the same manner as the Indenture Trustee or such Holders Certificate Insurer may terminate the rights and obligations of the Servicer under Section 8.017.01. As soon If a Trigger Event shall have occurred or as practicable after required by law, the Trustee, on behalf of the Trust Fund, shall terminate the Servicer's appointment as custodian of the Mortgage Files upon written notification to the Servicer. After any termination of such appointment, as promptly as practicable but in no event more than 60 days following such termination or such Trigger Event, NationsCredit HES shall, at its expense, (i) either (x) record an Assignment of Mortgage in favor of the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee (which may reasonably designate; provided, however, that be a blanket assignment if permitted by applicable law) with respect to “authoritative copies” each Mortgage Loan in the appropriate real property or other records or (y) deliver to the Trustee, or to a custodian acceptable to the Rating Agencies (as evidenced in writing) and the Certificate Insurer and appointed by the Trustee pursuant to written instructions of a Responsible Officer of the Receivables constituting “electronic chattel paper,” Trustee, the Assignment of Mortgage in favor of the Trustee in form for recordation, together with an Opinion of Counsel addressed to the Trustee and the Certificate Insurer to the effect that recording is not required to protect the Trustee's right, title and interest in and to the related Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage Loans as a financing, to perfect a first priority security interest in favor of the Trustee in the related Mortgage Loan, which Opinion of Counsel shall also be reasonably acceptable to each of the Rating Agencies (aas evidenced in writing) if and the Servicer’s appointment Certificate Insurer, and (ii) deliver the other Related Documents to the Trustee, or to a custodian acceptable to the Rating Agencies (as evidenced in writing) and the Certificate Insurer and appointed by the Trustee pursuant to written instructions of a Responsible Officer of the Trustee to be held by such custodian has been terminated on behalf of the Trustee, upon the terms set forth herein, for the use and benefit of all present and future Certificateholders, and such custodian on behalf of the Trustee shall retain possession thereof unless an Opinion of Counsel, reasonably acceptable to the Trustee, the Rating Agencies (as evidenced in connection with writing) and the resignation Certificate Insurer, is delivered to the Trustee and the Certificate Insurer to the effect that delivery of such other Related Documents is not necessary to protect the Trustee's right, title and interest in and to the related Mortgage Loans and unless the lack of delivery will not result in a reduction in the then current ratings of the Class A Certificates without regard to the Certificate Insurance Policy and the Trustee, or termination such custodian on behalf of the Trustee, shall retain possession thereof except to the extent the Servicer requires any of the Related Documents for normal servicing requirements. The Trustee is hereby appointed as the attorney-in-fact of the Servicer with the power to prepare, execute and record Assignments of Mortgage in the event that the Servicer fails to do so on a timely basis as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract provided in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatethis paragraph.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided, however, that with respect to “authoritative copies” . Notwithstanding any termination of the Receivables constituting “electronic chattel paper,” Servicer as Custodian hereunder (a) if the Servicer’s appointment as custodian has been terminated other than in connection with a termination resulting from the resignation or termination of Servicer, as such, pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as servicersuch pursuant to this Agreement, Indenture Trustee shall provide, or cause the custodian shall transfer such “authoritative copies” successor Custodian to provide, access to the successor Receivable Files to Servicer, at such times as Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate.reasonably

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign the Bank resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.016.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee pursuant to the Transaction Documents, or by the Holders of the Controlling Securities Noteholders evidencing not less than 25% a majority of the Outstanding Amount Note Balance of the Controlling Securities Class (or, with if the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes are no longer Outstanding, by the Owner TrusteeMajority Certificateholders), in the same manner as the Indenture Relevant Trustee or such Holders Noteholders (or Certificateholders) may terminate the rights and obligations of the Servicer under Section 8.016.1. As soon as practicable after any termination of such appointment, the Servicer shall will deliver to the successor custodian the Receivable Files and the related accounts and records maintained by the Servicer at such place or places as the successor custodian may reasonably designate[; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been terminated in accordance with the provisions of this Section 2.2(g)) or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as becomes the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” copy of the Receivables Receivable constituting “electronic chattel paper,” (a) if .] No such termination or resignation shall be given effect until a successor custodian has assumed the Servicer’s appointment duties as custodian has been terminated hereunder and in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateTransaction Documents.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2020-1A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Issuer or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Issuer or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Issuer at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Trustee’s Issuer, as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Issuer, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2018-2A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of subcustodian for each Loan with respect to which it is then acting in such appointmentcapacity. In the event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall deliver the Receivable Files promptly transfer to the Indenture Trustee Back-up Servicer or the Indenture Trustee’s agent at a successor Servicer, as applicable, in such place or places manner and to such location as the Indenture Trustee may Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Back-up Servicer is the successor Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” Back-up Servicer may elect to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to have the Indenture Trustee or hold the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract Contracts in tangible form to be printed as trust for the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateIssuer.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section. If World Omni NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates) or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Certificates are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer (Nissan 2008-C Sale and Servicing Agreement) to the Indenture Relevant Trustee or the Indenture Trustee’s agent thereof at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Relevant Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2021-2A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2021-1A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s Subservicer's -------------------------------- appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If World Omni the Subservicer shall resign as Servicer in accordance with the provisions of this Agreement Subservicer under Section 6.05, or if all of the rights and obligations of any Servicer the Subservicer shall have been terminated under Section 8.017.02, the appointment of such Servicer the Subservicer as custodian hereunder may be terminated (i) by the Issuer, with the consent of the Indenture Trustee or and, so long as no Insurer Default shall have occurred and be continuing, the Insurer, (ii) by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Note Balance or, with if the consent of Notes have been paid in full, by the Holders of the Controlling Securities Certificates evidencing not less than 25% of the Outstanding Amount Certificate Balance and, so long as no Insurer Default shall have occurred and be continuing, with the consent of the Controlling SecuritiesInsurer, (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance and, so long as no Insurer Default shall have occurred and be continuing, with the consent of the Insurer or (iv) so long as no Insurer Default shall have occurred and be continuing, by the Insurer, in each case by notice then given in writing to the same manner as Depositor, the Master Servicer, the Subservicer and the Insurer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or such Holders may terminate the rights and obligations of the Servicer under Section 8.01Certificateholders). As soon as practicable after any termination of such appointment, the Subservicer shall deliver, or cause to be delivered, at the expense of the Master Servicer (unless the Subservicer is terminated for cause in which case the Subservicer shall deliver be responsible for the expense), the Receivable Files and the related accounts and records maintained by the Subservicer to the Indenture Trustee Trustee, the Indenture Trustee's agent or the Indenture Trustee’s agent 's designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate; provideddesignate or, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has Notes have been terminated paid in connection with the resignation or termination of the Servicer as servicerfull, the custodian shall transfer at such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed place as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Owner Trustee may reasonably designate.. ARTICLE THREE

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section. If World Omni NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates) or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by (Nissan 2007-B Sale and Servicing Agreement) 27 the Owner TrusteeTrustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Certificates are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Relevant Trustee or the Indenture Trustee’s agent thereof at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Relevant Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section. If World Omni shall resign the Bank resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.016.1, the appointment of such the Servicer as custodian hereunder may be terminated by the Indenture Trustee or by pursuant to the Holders Transaction Documents, at the written direction of the Controlling Securities Noteholders evidencing not less than 25% a majority of the Note Balance of the Outstanding Amount Notes of the Controlling Securities Class (or, with if the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes are no longer Outstanding, by the Owner TrusteeRelevant Trustee at the direction of the Majority Certificateholders), in the same manner as the Indenture Relevant Trustee or such Holders Noteholders (or Certificateholders) may terminate the rights and obligations of the Servicer under Section 8.016.1. As soon as practicable after any termination of such appointment, the Servicer shall will deliver to the successor custodian the Receivable Files to and the Indenture Trustee or related accounts and records maintained by the Indenture Trustee’s agent Servicer at such place or places as the Indenture Trustee successor custodian may reasonably designate; provided, however, that with respect to “authoritative copies” copies of the Receivables constituting “electronic chattel paper,” (a) if , the Servicer’s appointment as custodian has been terminated , in connection with the resignation or termination its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Servicer as servicerIssuer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to Grantor Trust and the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative agent (provided that the Servicer has not been terminated in accordance with the provisions of World Omni shall use commercially reasonable efforts this Section 2.1(g)) or (ii) deliver electronically authenticated original copies of such chattel paper such that the copy delivered to convert an a successor custodian agent becomes the authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, Receivable constituting electronic chattel paper. No such termination or resignation shall be given effect until a successor custodian has assumed the duties as custodian hereunder and shall deliver such tangible authoritative copy to in the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateTransaction Documents.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date Date, and shall continue in full force and effect until terminated pursuant to this Section. If World Omni NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates) or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the (Nissan 2003-B Sale and Servicing Agreement) Certificates are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer's appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days' prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Relevant Trustee or the Indenture Trustee’s agent thereof at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Relevant Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect until terminated pursuant to this SectionSection 3.06 or until this Agreement shall be terminated. The Servicer may perform its duties as custodian through one or more agents, which agents may maintain physical possession of Contract Files as agent for the Servicer acting as custodian. Notwithstanding the appointment of any such agents, the Servicer shall remain responsible and liable for any failure in the performance of any duties and obligations hereunder that may be assigned to such agents. If World Omni the Servicer shall resign as Servicer in accordance with the provisions of this Agreement under Section 8.05 hereof or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.019.01 hereof, the appointment of such the Servicer as custodian may be terminated by the Insurer or, if the Insurer is no longer the Controlling Party, the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% a majority of the Outstanding Amount aggregate outstanding principal balance of the Controlling Securities Notes as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the consent of Owner Trustee or by the Holders of the Controlling Securities Certificates evidencing not less than 25% a majority of the Outstanding Amount Certificate Balance as of the Controlling Securities, by close of the Owner Trusteepreceding Distribution Date), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer may be terminated under Section 8.019.01 hereof. The Trust may terminate the Servicer's appointment as custodian at any time with cause upon written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Contract Files to the Indenture Trustee Trust or the Indenture Trustee’s Trust's agent at such place or places as the Indenture Trustee Trust may reasonably designate; provided, however, that . The Servicer shall cooperate with the Trust in making the transfer and shall bear all of the Servicer's costs and expenses with respect to “authoritative copies” such transfer, but the Trust shall bear the actual costs and expenses of packing and transporting the Receivables constituting “electronic chattel paper,” (a) if Contract Files to the Servicer’s appointment as custodian has been terminated in connection with location designated by the resignation or Trust. Notwithstanding the termination of the Servicer as servicercustodian, the custodian Trust agrees that upon any such termination, the Trust shall transfer such “authoritative copies” provide, or cause its agent to provide, access to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred Contract Files to the Indenture Trustee or Servicer for the Indenture Trustee’s designee. In each case, if necessary, an authorized representative purpose of World Omni shall use commercially reasonable efforts carrying out its duties and responsibilities with respect to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes servicing of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateContracts hereunder.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2019-1A SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If World Omni BMW FS, or any successor Servicer, shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificateholders representing not less than 2550% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. As soon as practicable after any termination of such appointment (but in no event more than 10 Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent 's designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” , (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni BMW FS shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s BMW FS’ electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCCcopy, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date date of delivery of the Receivable Files (which shall be a date on or before the Closing Date) and shall continue in full force and effect until terminated pursuant to this SectionSUBSECTION (H). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement SECTION 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01SECTION 8.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Controlling Securities or, with the consent of Holders Notes of the Controlling Securities evidencing Note Class (or, if no Notes are then Outstanding, the Holders of Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Percentage Interests), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01SECTION 8.1. The Indenture Trustee, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Percentage Interests, may terminate Servicer's appointment as Custodian hereunder at any time with cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to SECTION 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access SALE AND SERVICING AGREEMENT to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian Custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Sectionsubsection (h). If World Omni Servicer shall resign as Servicer in accordance with the provisions of this Agreement Section 7.5 or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.018.1, the 10 SALE AND SERVICING AGREEMENT appointment of such Servicer as custodian Custodian hereunder may be terminated by the Owner Trustee or Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 2550% of the aggregate Outstanding Amount of the Controlling Securities Notes (or, with if no Notes are then Outstanding, the consent of Holders of the Controlling Securities evidencing Certificates representing not less than 2550% of the Outstanding Amount of the Controlling SecuritiesCertificate Balance), by the Owner Trustee, in each case in the same manner as the Owner Trustee or Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.018.1. The Indenture Trustee, at the direction of Holders of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction of Holders of Certificates evidencing not less than 50% of the Certificate Balance, may terminate Servicer's appointment as Custodian hereunder at any time with cause, or with 30 days' prior written notice without cause. As soon as practicable after any termination of such appointment, the appointment Servicer shall deliver deliver, or cause to be delivered, the Receivable Files to the Indenture Trustee or the Indenture Owner Trustee’s , as applicable, or its respective agent or designee at such place or places as the Indenture Trustee or Owner Trustee, as applicable, may reasonably designate; provided. Notwithstanding any termination of Servicer as Custodian hereunder (other than in connection with a termination resulting from the termination of Servicer, howeveras such, that pursuant to Section 8.1), from and after the date of such termination, and for so long as Servicer is acting as such pursuant to this Agreement, Indenture Trustee shall provide, or cause the successor Custodian to provide, access to the Receivable Files to Servicer, at such times as Servicer shall reasonably request, for the purpose of carrying out its duties and responsibilities with respect to “authoritative copies” the servicing of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatehereunder.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date Date, and shall continue in full force and effect until terminated pursuant to this Section. If World Omni NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of such Servicer NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates) or, with the consent of Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by the Owner TrusteeTrustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Certificates are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer's appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days' prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Relevant Trustee or the Indenture Trustee’s agent thereof at such place or places as the Indenture Relevant Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” . (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system Nissan 2004-C Sale and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate.Servicing Agreement)

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Initial Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this SectionSection 3.08. If World Omni the Servicer or any successor Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer or any successor Servicer shall have been terminated under Section 8.018.02, the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities orNotes, with by the consent Owner Trustee or by Holders (other than the Seller or an affiliate thereof) of Holders of the Controlling Securities Certificates evidencing not less than 25% of the aggregate Outstanding Amount of the Controlling Securities, by the Owner TrusteeCertificates, in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer's appointment as custodian, with cause, at any time upon written notification to the Servicer and without cause, only by written notification to the Servicer pursuant to Section 8.02. As soon as practicable after any termination of such appointment (but in no event more than ten (10) Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s 's agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of . Notwithstanding the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of National City Bank as custodian, the Indenture Trustee and the Owner Trustee agree that, upon any such termination and for so long as National City Bank remains the Servicer as servicerhereunder, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Owner Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for purposes the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateReceivables.

Effective Period and Termination. The Servicer’s appointment as custodian with respect to any Loan shall become effective as of the Cutoff Cut-Off Date for such Loan and shall will continue in full force and effect until terminated pursuant to this SectionSection 3.11(c) (or such Loan ceases to be a Sold Asset or 2022-2B SUBI Asset, as applicable); provided, the Servicer’s appointment as custodian in respect of the Initial Loans shall be deemed to have been effective as of the Initial Cut-Off Date. If World Omni shall resign Regional Management resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any the Servicer shall have been terminated under Section 8.01, the Indenture Trustee may (and upon the written direction of the Required Noteholders shall) terminate the appointment of such the Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, hereunder in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon In the event that the Custodian is terminated in such capacity, each Subservicer will be terminated as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that subcustodian for each Loan with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) if the Servicer’s appointment as custodian has been terminated which it is then acting in connection with such capacity. Upon the resignation or termination of the Servicer as servicerin accordance with this Agreement, control of the custodian shall transfer such “authoritative copies” to Contracts in the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” Electronic Vault shall be transferred to the Indenture Trustee Back-up Servicer to the extent it becomes the successor servicer in accordance with this Agreement, or the Indenture Trustee’s designeeanother successor servicer. In each casethe event that the Back-up Servicer assumes servicing responsibilities or a successor Servicer, as applicable, is appointed, the outgoing Servicer shall promptly transfer to the Back-up Servicer or a successor Servicer, as applicable, in such manner and to such location as the Back-up Servicer or a successor Servicer, as applicable, shall reasonably designate, all of the Contracts and other Related Loan Assets in its possession or control; provided, however, if necessarythe Back-up Servicer is the successor Servicer, an authorized representative of World Omni it shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as (i) notify the tangible authoritative copy that constitutes original tangible chattel paper for purposes Electronic Vault Provider of the UCC, and shall deliver such tangible authoritative copy transfer of servicing responsibilities to the successor Back-up Servicer or as Successor Servicer and (ii) accept the transfer of possession of the Electronic Vault to the Indenture Trustee Back-up Servicer as Successor Servicer; it being agreed by the Servicer that it shall reasonably cooperate with the Back-up Servicer with respect to effecting any such election, notification or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designatetransfer.

Effective Period and Termination. The Servicer’s appointment Servicer shall act as custodian shall become effective as of the Cutoff Date Receivables and shall continue to act in full force such capacity unless and effect until terminated pursuant to this SectionSection 3.08. If World Omni the Servicer or any successor Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer or any successor Servicer shall have been terminated under Section 8.018.02, (i) such Servicer may also resign as custodian of the Receivables and (ii) the appointment of such Servicer as custodian may be terminated by the Indenture Trustee Issuer or by the Holders of the Controlling Securities Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Securities Notes, or, with the consent of if no Notes are outstanding, by Holders of the Controlling Securities Certificates evidencing not less than 25% of the Outstanding Amount of percentage interests in the Controlling Securities, by the Owner TrusteeCertificates, in the same manner as the Indenture Trustee or such Holders Securityholders may terminate the rights and obligations of the Servicer under Section 8.018.02. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer's appointment as custodian, with cause, at any time upon written notification to the Servicer and without cause, only by written notification to the Servicer pursuant to Section 8.02. As soon as practicable after any termination of such appointment (but in no event more than ten (10) Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent , at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting “electronic chattel paper,” (a) that, if the Servicer’s appointment Servicer shall have been terminated as custodian has been terminated without cause pursuant to this Section 3.08, the Servicer shall be entitled to reimbursement by the Issuer for all reasonable out-of-pocket expenses incurred in connection with such delivery of the resignation or Receivable Files. Notwithstanding the termination of the Servicer as servicercustodian, the custodian shall transfer Indenture Trustee and the Owner Trustee agree that, upon any such “authoritative copies” to termination and for so long as the successor Servicer or (b) otherwiseremains the Servicer hereunder, unless otherwise instructed by the Indenture Trustee, such “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Owner Trustee’s designee. In each case, if necessary, an authorized representative of World Omni shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from World Omni’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for purposes the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateReceivables.