Common use of Servicer Default Clause in Contracts

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the 50 (Nissan 2017-A Sale and Servicing Agreement) Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 51 (NAROT 2017-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) five Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer aggregate Certificate Balance, or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; provided, however, that a failure under this clause (a) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(a)(i)(K) and Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; ; 52 (NAROT 2020-B Sale and Servicing Agreement) (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (i) to deliver or cause to be delivered to the Securities Intermediary or Relevant Indenture Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or (ii) to direct the Securities Intermediary or Relevant Indenture Trustee to make any required distributions therefrom, which failure continues distribution therefrom that shall continue unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Servicer from the Owner Trustee or the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (ii) after discovery of such failure by an Authorized Officer officer of the Servicer; (b) any failure by on the part of the Servicer to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Securityholders Certificateholders or Noteholders and shall continue (ii) continues unremedied for a period of 90 60 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Owner Trustee or the Indenture Trustee or (B) to the Servicer and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Amount of the Notes are Outstanding, Holders or by holders of Certificates evidencing not less than a majority 25% of the beneficial interest in aggregate Percentage Interest of the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificates; or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Class A Notes evidencing a majority not less than 25% of the Outstanding Principal Amount of the such Notes, acting together as a single or if no Class orA Notes are Outstanding, the Holders of Class B Notes evidencing not less than 25% of the Outstanding Principal Amount of such Notes, or if no Notes are Outstanding, Holders either the Owner Trustee or the holders of Certificates evidencing not less than a majority 25% of the beneficial interest in aggregate Percentage Interest of the IssuerCertificates, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereofhereof that accrued prior to such termination) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Receivable. All reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred in connection (x) with transferring the Receivable Files computer or other records to the Successor successor Servicer in the form requested and (y) amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoing, in the event the predecessor occurrence of a Servicer is the Indenture TrusteeDefault, the original Servicer hereunder Owner Trustee shall reimburse give notice thereof to the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceRating Agencies.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; ; 27 (NAROT 2025-A Sale and Servicing Agreement) (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.. 28 (NAROT 2025-A Sale and Servicing Agreement)

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to 50 (NAROT 2020-A Sale and Servicing Agreement) complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.;

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(a)(i)(L) and Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(d) of the Administration Agreement) may terminate 51 (NAROT 2018-C Sale and Servicing Agreement) all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) five Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer aggregate Certificate Balance, or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; provided, however, that a failure under this clause (a) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(a)(i)(K) and Section 1(d) of the Administration 56 (Nissan 2013-B Sale and Servicing Agreement) Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur occurs and be is continuing: (a) any failure by the Servicer to deliver or cause to be delivered remit to the Securities Intermediary or Relevant Trustee for deposit in any Trustee, on behalf of the Accounts Issuer, any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure remittance that continues unremedied for a period of ten (10) five Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, date it is required to be paid; or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer duly to duly observe or perform in any material respect any other covenants covenant or agreements agreement of the Servicer set forth in this Servicing Agreement (including its obligation or any other Basic Document to purchase Receivables pursuant to Section 4.06)which the Servicer, as such, is a party, which failure shall failure: (i) materially and adversely affect affects the Transferred Bondable Transition Property or the rights of the Securityholders and shall continue Transition Bondholders; and (ii) continues unremedied for a period of 90 sixty days after receipt by the Servicer of date on which written notice of such failure has been given to the Servicer by the Indenture Issuer, the Trustee or the Holders of Notes evidencing not less than a majority twenty-five percent of the Outstanding Principal Amountprincipal balance of the Transition Bonds of all Series and Classes, acting together as a single class, or, if no Notes are Outstanding, Holders or after discovery of Certificates evidencing not less than a majority such failure by an officer of the beneficial interest Servicer, as the case may be; or (c) any representation or warranty made by the Servicer in this Servicing Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer; provided, however, that a failure under this clause (b) that Issuer or the Transition Bondholders and which material adverse effect continues unremedied for a period of 150 sixty days after the date on which written notice thereof has been given to the Servicer by the Issuer, the Trustee or the Holders of not less will not constitute than twenty-five percent of the Outstanding principal balance of the Transition Bonds of all Series and Classes, acting together as a Servicer Default if single class, or after discovery of such failure was caused by force majeure or other similar occurrencean officer of the Servicer, as the case may be; or (cd) the occurrence of an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Trustee, with the written consent of the Holders of Notes evidencing a majority of the Outstanding Principal Amount principal balance of the NotesTransition Bonds of all Series and Classes, acting voting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuerclass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) a “Termination Notice”), may terminate all of the rights and obligations (other than the indemnification obligations set forth in Section 7.02 5.02 hereof, the obligation under Section 6.04 to continue performing its functions as Servicer until a Successor Servicer is appointed and the right to receive the requisite portion of the Quarterly Servicing Fees) of the Servicer under this Servicing Agreement. In addition, upon a Servicer Default because of a failure to make required remittances, the Issuer and the Trustee shall each be entitled to apply to the BPU or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Bondable Transition Property. On or after the receipt by the Servicer of such written noticea Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the NotesTransferred Bondable Transition Property, the Certificates or the Receivables related Transition Bond Charge or otherwise, shall, upon appointment of a Successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of terminationTermination Notice, whether to complete the transfer and endorsement of the Receivables Bondable Transition Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer Servicer, the Trustee and the Owner Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including, without limitation, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositremittance, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held Transferred Bondable Transition Property or the related Transition Bond Charge. As soon as practicable after receipt by the predecessor Servicer and of such Termination Notice, the delivery of Servicer shall deliver the Receivable Files and Bondable Transition Property Documentation to the related accounts and records maintained by the predecessor Successor Servicer. All reasonable costs and expenses (including attorneys’ feesfees and expenses) incurred in connection with transferring the Receivable Files Bondable Transition Property Documentation to the Successor Servicer and amending this Servicing Agreement to reflect such succession as Servicer pursuant to this Section 8.01 6.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Termination of JCP&L as Servicer shall not terminate JCP&L’s rights or obligations under the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceSale Agreement.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact 51 (Nissan 2017-B Sale and Servicing Agreement) or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; ; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates unless all of the Notes are held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) five Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the 56 (Nissan 2015-A Sale and Servicing Agreement) Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer aggregate Certificate Balance, or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; provided, however, that a failure under this clause (a) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(a)(i)(K) and Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the 57 (Nissan 2015-A Sale and Servicing Agreement) transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and 50 (NAROT 2019-B Sale and Servicing Agreement) empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-B Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) five Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer aggregate Certificate Balance, or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; provided, however, that a failure under this clause (a) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d1(a)(i)(K) and Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the 58 (Nissan 2015-C Sale and Servicing Agreement) predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (i) to deliver or cause to be delivered to the Securities Intermediary or Relevant Indenture Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or (ii) to direct the Securities Intermediary or Relevant Indenture Trustee to make any required distributions therefrom, which failure continues distribution therefrom that shall continue unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Servicer from the Owner Trustee or the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (ii) after discovery of such failure by an Authorized Officer officer of the Servicer; (b) any failure by on the part of the Servicer to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Securityholders Certificateholders or Noteholders and shall continue (ii) continues unremedied for a period of 90 60 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Owner Trustee or the Indenture Trustee or (B) to the Servicer and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Amount of the Notes are Outstanding, Holders of Certificates or by Certificateholders evidencing not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificate Balance; or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Class A Notes evidencing a majority not less than 25% of the Outstanding Principal Amount of the such Notes, acting together as a single or if no Class orA Notes are Outstanding, the Holders of Class B Notes evidencing not less than 25% of the Outstanding Principal Amount of such Notes, or if no Notes are Outstanding, Holders of Certificates either the Owner Trustee or the Certificateholders evidencing not less than a majority 25% of the beneficial interest in the IssuerCertificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereofhereof that accrued prior to such termination) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Receivable. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection (x) with transferring the Receivable Files computer or other records to the Successor successor Servicer in the form requested and (y) amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoing, in the event the predecessor occurrence of a Servicer is the Indenture TrusteeDefault, the original Servicer hereunder Owner Trustee shall reimburse give notice thereof to the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceRating Agencies.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts Deposit Account any required payment or to direct the Securities Intermediary or Relevant Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) five Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Servicer from the Owner Trustee or the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (ii) after discovery of such failure by an Authorized Officer officer of the Servicer;; or (b) any failure by the Servicer or the Seller, as the case may be, duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Securityholders Certificateholders or Noteholders and shall (ii) continue unremedied for a period of 90 60 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given to the Servicer or the Seller (as the case may be) (A) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Seller (as the case may be) and the Indenture Trustee by the Holders of Notes, evidencing not less than 25% of the Outstanding Amount of the Senior Notes, or if the Senior Notes are no longer Outstanding, Holders of Class D Notes evidencing not less than a majority 25% of the Outstanding Class D Stated Principal Amount, acting together as a single class, Amount or, if no the Notes are no longer Outstanding, Holders Certificateholders of Certificates evidencing Percentage Interests aggregating not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificates; or (c) the occurrence of an Insolvency Event with respect to the ServicerSeller, the Servicer or Chrysler Residual Holdco LLC; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in Outstanding Amount of the IssuerNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicerany Receivable. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Any successor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse (including the Indenture Trustee for all reasonable costs and expenses as described successor Servicer) shall provide the Seller in writing with such information as is reasonably requested by the immediately preceding sentenceSeller to comply with its reporting obligations under the Exchange Act with respect to such Servicer. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, acting together as a single Class or, if no NARC or any of their Affiliates unless all of the Notes are Outstandingheld or beneficially owned by NMAC, Holders NARC or any of Certificates evidencing not less than a majority of the beneficial interest in the Issuertheir Affiliates), by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Receivables Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (i) to deliver or cause to be delivered to the Securities Intermediary or Relevant Indenture Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or (ii) to direct the Securities Intermediary or Relevant Indenture Trustee to make any required distributions therefrom, which failure continues distribution therefrom that shall continue unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Servicer from the Owner Trustee or the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (ii) after discovery of such failure by an Authorized Officer officer of the Servicer; (b) any failure by on the part of the Servicer to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Securityholders Certificateholder or Noteholders and shall continue (ii) continues unremedied for a period of 90 60 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Owner Trustee or the Indenture Trustee or (B) to the Servicer and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority Amount of the beneficial interest in Notes or the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificateholder; or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Class A Notes evidencing a majority not less than 25% of the Outstanding Principal Amount of the such Notes, acting together as a single or if no Class orA Notes are Outstanding, the Holders of Class B Notes evidencing not less than 25% of the Outstanding Principal Amount of such Notes, or if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of either the beneficial interest in Owner Trustee or the IssuerCertificateholder, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Receivable. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection (x) with transferring the Receivable Files computer or other records to the Successor successor Servicer in the form requested and (y) amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoing, in the event the predecessor occurrence of a Servicer is the Indenture TrusteeDefault, the original Servicer hereunder Owner Trustee shall reimburse give notice thereof to the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceRating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or (Nissan 2004-C Sale and Servicing Agreement) 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), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues therefrom that shall continue unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Indenture Servicer from the Owner Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Trustee or (ii) after discovery of such failure by an Authorized Officer of the Servicer;; or (b) any failure by on the part of the Servicer duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)or any other Basic Document, which failure shall (i) materially and adversely affect the rights of either the Securityholders Certificateholders or Noteholders and shall (ii) continue unremedied for a period of 90 30 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Owner Trustee or the Trustee or (B) to the Servicer and to the Owner Trustee and the Trustee by the Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Amount of the Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and the Issuer; providedServicer delivers an Officers' Certificate to the Owner Trustee and the Trustee to such effect and to the effect that the Servicer has commenced or will promptly commence, howeverand will diligently pursue, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if all reasonable efforts to remedy such failure was caused by force majeure or other similar occurrencedefault); or (c) the occurrence of an Insolvency Event occurs with respect to the ServicerServicer or any successor; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Notes evidencing a majority not less than 25% of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof7.2) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.028.2; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Receivable. All reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoing, in the event the predecessor occurrence of a Servicer is the Indenture TrusteeDefault, the original Servicer hereunder Owner Trustee shall reimburse give notice thereof to the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceRating Agencies.

Servicer Default. If any one of the following events (a “---------------- "Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Indenture Trustee for deposit in any of the Trust Accounts or the Residual Interestholder Distribution Account any required payment or to direct the Securities Intermediary or Relevant Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Servicer from the Owner Trustee or the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (ii) after discovery of such failure by an Authorized Officer of the Servicer;; or (b) any failure by the Servicer duly to duly observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Securityholders Noteholders or the Residual Interestholder and shall (ii) continue unremedied for a period of 90 60 days after receipt by the Servicer of date on which written notice of such failure shall have been given (A) to the Servicer by the Owner Trustee or the Indenture Trustee or (B) to the Servicer, and to the Owner Trustee and the Indenture Trustee, by the Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority Amount of the beneficial interest in Notes or by the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceResidual Interestholder; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority not less than 25% of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the latest of receipt by the Servicer of such written noticenotice or the date of termination specified in such notice or deemed specified pursuant to Section 8.02(d), all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the any Receivable. The predecessor Servicer shall also give the successor Servicer access to its records, software, systems, facilities and employees in order to facilitate the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicerservicing transfer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files and the Servicer's duties to the Successor successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoingoccurrence of a Servicer Default, in the event Owner Trustee shall give notice thereof to the predecessor Servicer is Rating Agencies. The Owner Trustee agrees that if it gives a notice under clause (a) or clause (b) above, the Owner Trustee shall simultaneously send a copy of such notice to the Indenture Trustee. The Indenture Trustee agrees that if it gives a notice under clause (a) or clause (b) above, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in shall simultaneously send a copy of such notice to the immediately preceding sentenceOwner Trustee.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 59 (Nissan 2004-B Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the NotesNotes (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), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by the Holders of Notes or Certificates evidencing not less than a majority 25% of the sum of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer Certificate Balance, or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by the Holders of Notes or Certificates evidencing not less than a majority 25% of the sum of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the NotesNotes (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), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause or (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; orNissan 2003-A Sale and Servicing Agreement) (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the NotesNotes (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), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, acting together as a single Class or, if no NARC or any of their Affiliates unless all of the Notes are Outstandingheld or beneficially owned by NMAC, Holders NARC or any of Certificates evidencing not less than a majority of the beneficial interest in the Issuertheir Affiliates), by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Receivables Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause or (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; orNissan 2003-B Sale and Servicing Agreement) (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the NotesNotes (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), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.;

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by 63 (Nissan 2008-A Sale and Servicing Agreement) the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the NotesNotes (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), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by the Holders of Notes or Certificates evidencing not less than a majority 25% of the sum of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer Certificate Balance, or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by the Holders of Notes or Certificates evidencing not less than a majority 25% of the sum of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, [NARC][NARC II] or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, [NARC][NARC II] or any of their Affiliates), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.the

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Amount or Holders of Certificates evidencing not less than a majority 25% of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the NotesNotes (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), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.single

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; ; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the IssuerCertificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (i) to deliver or cause to be delivered to the Securities Intermediary or Relevant Indenture Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or (ii) to direct the Securities Intermediary or Relevant Indenture Trustee to make any required distributions therefrom, which failure continues distribution therefrom that shall continue unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Servicer from the Owner Trustee or the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer or (ii) after discovery of such failure by an Authorized Officer officer of the Servicer; (b) any failure by on the part of the Servicer to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Securityholders Certificateholder or Noteholders and shall continue (ii) continues unremedied for a period of 90 60 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Owner Trustee or the Indenture Trustee or (B) to the Servicer and to the Owner Trustee and the Inden ture Trustee by the Holders of Notes evidencing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority Amount of the beneficial interest in Notes or the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceCertificateholder; or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Class A Notes evidencing a majority not less than 25% of the Outstanding Principal Amount of the such Notes, acting together as a single or if no Class orA Notes are Outstanding, the Holders of Class B Notes evidencing not less than 25% of the Outstanding Principal Amount of such Notes, or if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of either the beneficial interest in Owner Trustee or the IssuerCertificateholder, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Receivable. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection (x) with transferring the Receivable Files computer or other records to the Successor successor Servicer in the form requested and (y) amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoing, in the event the predecessor occurrence of a Servicer is the Indenture TrusteeDefault, the original Servicer hereunder Owner Trustee shall reimburse give notice thereof to the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceRating Agencies.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee Paying Agent for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment or to direct required by the Securities Intermediary or Relevant Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of ten (10) five Business Days after (i) receipt by the Servicer of written notice of such failure given failure, requiring the same to be remedied, is received by the Servicer from the Indenture Trustee, the Owner Trustee or the Paying Agent, five Business Days after written notice of such failure, requiring the same to be remedied, is received by the Servicer and the Indenture Trustee or Holders from the Noteholders of Notes evidencing not less than in the aggregate at least a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority Amount of the beneficial interest in the Issuer or (ii) discovery of such failure by an Authorized Officer of the Servicer;Notes; or (b2) any failure by the Servicer duly to duly observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer set forth in this Agreement (including or any material breach by the Servicer of its obligation to purchase Receivables pursuant to Section 4.06), representations and warranties set forth in this Agreement which failure shall materially and adversely affect the rights of the Securityholders and shall continue continues unremedied for a period of 90 60 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Trustee, the Owner Trustee or Holders of Notes the Administrator or (B) to the Servicer and the Indenture Trustee by the Noteholders evidencing not less than in the aggregate at least a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority Amount of the beneficial interest in the IssuerNotes; provided, however, that a failure under this clause (b) that continues unremedied for a period any breach of 150 days Sections 3.1, 3.2, 3.3 or less will 3.4 shall not constitute be deemed a Servicer Default if such failure was caused by force majeure or other similar occurrenceso long as the Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer; or (4) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders Noteholders of Notes evidencing in the aggregate at least a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Trust Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the Successor successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section 8.01 5.1 shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoing, in the event the predecessor occurrence of a Servicer is the Indenture TrusteeDefault, the original Servicer hereunder Issuer shall reimburse give notice thereof to the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceRating Agencies.

Servicer Default. If any one of the following events (each a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered remit to the Securities Intermediary or Relevant Trustee for deposit in any Collection Account on behalf of the Accounts Issuer any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues Remittance that shall continue unremedied for a period of ten five (105) Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in Servicer from the Issuer or (ii) discovery of such failure by an Authorized Officer of the Servicer;Trustee; or (b) any failure by on the part of the Servicer duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)Agreement, which failure shall (a) materially and adversely affect the rights of the Securityholders Bondholders and shall (ii) continue unremedied for a period of 90 60 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Issuer or (B) to the Servicer by the Trustee or by the Holders of Notes Bonds evidencing not less than a majority 25 percent of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority Amount of the beneficial interest Bonds; or (c) any representation or warranty made by the Servicer in this Agreement shall prove to have been incorrect in any material respect when made, which has a material adverse effect on the Issuer; provided, however, that a failure under this clause (b) that Bondholders and which material adverse effect continues unremedied for a period of 150 60 days or less will not constitute a Servicer Default if after written notice of such failure was caused is received by force majeure the Servicer from the Issuer or other similar occurrencethe Trustee; or (cd) the occurrence of an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates Bonds evidencing not less than a majority 25 percent of the beneficial interest in Outstanding Amount of the IssuerBonds, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the NoteholdersBondholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreementa "Termination Notice") may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereofIndemnities of Servicer.) of the Servicer under this Agreement. In addition, upon a Servicer Default described in any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required Remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Trustee; or, each of the following shall be entitled to apply to the NHPUC for sequestration and payment of revenues arising with respect to the RRB Property in accordance with RSA 369-B:7, VI and VIII: (1) the Bondholders or the Trustee; (2) the Issuer or its assignees; or (3) pledgees or transferees of the RRB Property. On or after the receipt by the Servicer of such written noticea Termination Notice, and subject to the approval of the NHPUC, all authority and power of the Servicer under this Agreement, whether with respect to the NotesBonds, the Certificates or RRB Property, the Receivables RRB Charge or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.02Appointment of Successor.; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of terminationTermination Notice, whether to complete the transfer and endorsement of the Receivables RRB Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Issuer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositremittance, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by RRB Property or the predecessor RRB Charge. In case a successor Servicer and the delivery is appointed as a result of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All a Servicer Default, all reasonable costs and expenses (including reasonable attorneys’ fees' fees and expenses) incurred in connection with transferring the Receivable Files RRB Property Records to the Successor successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all All other reasonable costs and expenses as described incurred in transferring servicing responsibilities to a successor servicer shall constitute Operating Expenses of the immediately preceding sentenceIssuer.

Servicer Default. If any one of the following events (each a “Servicer Default”"SERVICER DEFAULT") shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered remit to the Securities Intermediary or Relevant Trustee for deposit in any Collection Account on behalf of the Accounts Issuer any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues Remittance that shall continue unremedied for a period of ten five (105) Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in Servicer from the Issuer or (ii) discovery of such failure by an Authorized Officer of the Servicer;Trustee; or (b) any failure by on the part of the Servicer duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)Agreement, which failure shall (a) materially and adversely affect the rights of the Securityholders Bondholders and shall (ii) continue unremedied for a period of 90 60 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Issuer or (B) to the Servicer by the Trustee or by the Holders of Notes Bonds evidencing not less than a majority 25 percent of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority Amount of the beneficial interest Bonds; or (c) any representation or warranty made by the Servicer in this Agreement shall prove to have been incorrect in any material respect when made, which has a material adverse effect on the Issuer; provided, however, that a failure under this clause (b) that Bondholders and which material adverse effect continues unremedied for a period of 150 60 days or less will not constitute a Servicer Default if after written notice of such failure was caused is received by force majeure the Servicer from the Issuer or other similar occurrencethe Trustee; or (cd) the occurrence of an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates Bonds evidencing not less than a majority 25 percent of the beneficial interest in Outstanding Amount of the IssuerBonds, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the NoteholdersBondholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreementa "TERMINATION NOTICE") may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof6.02) of the Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the NHPUC for sequestration and payment of revenues arising with respect to the RRB Property in accordance with RSA 369-B:7, VI and VIII: (1) the Bondholders or the Trustee; (2) the Issuer or its assignees; or (3) pledgees or transferees of the RRB Property. On or after the receipt by the Servicer of such written noticea Termination Notice, and subject to the approval of the NHPUC, all authority and power of the Servicer under this Agreement, whether with respect to the NotesBonds, the Certificates or RRB Property, the Receivables RRB Charge or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.027.02; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of terminationTermination Notice, whether to complete the transfer and endorsement of the Receivables RRB Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Issuer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositremittance, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by RRB Property or the predecessor RRB Charge. In case a successor Servicer and the delivery is appointed as a result of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All a Servicer Default, all reasonable costs and expenses (including reasonable attorneys’ fees' fees and expenses) incurred in connection with transferring the Receivable Files RRB Property Records to the Successor successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all All other reasonable costs and expenses as described incurred in transferring servicing responsibilities to a successor servicer shall constitute Operating Expenses of the immediately preceding sentenceIssuer.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Trustee for deposit in any the Collection Account on behalf of the Accounts Issuer any required payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues remittance that shall continue unremedied for a period of ten (10) five Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in Servicer from the Issuer or (ii) the Trustee or after discovery of such failure by an Authorized Officer officer of the Servicer;; or (b) any failure by on the part of the Servicer or the Seller, as the case may be, duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement (including its obligation Section 4.01) or any other Basic Document to purchase Receivables pursuant to Section 4.06)which it is a party, which failure shall (i) materially and adversely affect the rights of the Securityholders Noteholders and shall (ii) continue unremedied for a period of 90 30 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the Indenture Issuer or (B) to the Servicer or the Seller (as the case may be) by the Trustee or by the Holders of Notes evidencing not less than a majority 50 percent of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority Amount of the beneficial interest Notes; or (c) any representation or warranty made by the Servicer in this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Issuer; provided, however, that a failure under this clause (b) that Issuer or the Noteholders and which material adverse effect continues unremedied for a period of 150 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer by the Issuer or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrencethe Trustee; or (cd) the occurrence of an Insolvency Event occurs with respect to the ServicerServicer or the Seller; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Notes evidencing a majority not less than 50 percent of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreementa "Termination Notice") may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 6.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the MPSC for sequestration and payment of revenues arising with respect to the Transition Property: (1) the Noteholders and the Trustee as beneficiary of any statutory lien permitted by the Statute; (2) the Issuer or its assignees; or (3) pledgees or transferees, including transferees under Section 69-8-503 of the MCA, of the Transition Property. On or after the receipt by the Servicer of such written noticea Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Transition Property, the Receivables FTA Charges or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.027.02; and, without limitation, the Indenture Trustee and the Owner Trustee are is hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of terminationTermination Notice, whether to complete the transfer and endorsement of the Receivables Transition Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Issuer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositremittance, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by Transition Property or the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor ServicerFTA Charges. All reasonable costs and expenses (including attorneys’ fees' fees and expenses) incurred in connection with transferring the Receivable Files Transition Property Records to the Successor successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Securities Intermediary or Relevant Indenture Trustee for deposit in any of the Trust Accounts any payment required payment or to direct by the Securities Intermediary or Relevant Trustee to make any required distributions therefromBasic Documents, which failure continues unremedied for a period of ten (10) three Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Servicer from the Eligible Lender Trustee, the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the beneficial interest in the Issuer Administrator or (ii) after discovery of such failure by an Authorized Officer officer of the Servicer;; or (b) any failure by the Servicer duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Securityholders Noteholders and shall (ii) continue unremedied for a period of 90 thirty (30) days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer, by the Indenture Trustee, the Eligible Lender Trustee or Holders of Notes evidencing (B) to the Servicer, and to the Indenture Trustee, the Administrator and the Eligible Lender Trustee by Noteholders representing not less than a majority 25% of the Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority Amount of the beneficial interest in the Issuer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceNotes; or (c) any limitation, suspension or termination by the occurrence Department of the Servicer's eligibility to service Student Loans which materially and adversely affects its ability to service the Financed Student Loans; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders Noteholders of Notes evidencing a majority of the Outstanding Principal Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority 75% of the beneficial interest in Outstanding Amount of the Issuer, Notes by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 2.01(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof5.02) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.026.02; and, without limitation, the Indenture Trustee and the Owner Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Financed Student Loans and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Financed Student Loan. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Student Loan Files to the Successor successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoing, in the event the predecessor occurrence of a Servicer is the Indenture TrusteeDefault, the original Servicer hereunder Eligible Lender Trustee shall reimburse give notice thereof to the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceRating Agencies.