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 (or the Seller, so long as NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer;

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 Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three ten 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 Indenture 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% a majority of the Outstanding AmountAmount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by any officer an Authorized 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving receipt by the Servicer of written notice of the such failure to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) given 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 by or Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount or or, if no Notes are Outstanding, Holders of Certificates evidencing not less than 25% a majority of the Certificate 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 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 Certificate 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 1(d) of the Administration Agreement) may terminate 50 (Nissan 2016-A 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 Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three ten 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 Indenture 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by any officer an Authorized Officer of the Servicer; ; 52 (NAROT 2020-B Sale and Servicing Agreement) (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 Certificateholders or the Noteholders Securityholders and shall continue unremedied for a period of 90 days after giving receipt by the Servicer of written notice of the such failure to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) given 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 by or Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount or Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than 25% a majority of the Certificate 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;

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 Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three ten 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 Indenture 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% a majority of the Outstanding AmountAmount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by any officer an Authorized 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving receipt by the Servicer of written notice of the such failure to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) given 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 by or Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount or or, if no Notes are Outstanding, Holders of Certificates evidencing not less than 25% a majority of the Certificate 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 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 Certificate 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 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 (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three ten 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 Indenture 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by any officer an Authorized 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 Certificateholders or the Noteholders Securityholders and shall continue unremedied for a period of 90 days after giving receipt by the Servicer of written notice of the such failure to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) given 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 by or Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount or Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than 25% a majority of the Certificate 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 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 Certificate 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 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. 50 (NAROT 2023-B Sale and Servicing Agreement) 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 Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three ten 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 Indenture 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by any officer an Authorized 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 Certificateholders or the Noteholders Securityholders and shall continue unremedied for a period of 90 days after giving receipt by the Servicer of written notice of the such failure to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) given 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 by or Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount or Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than 25% a majority of the Certificate 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 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 Certificate 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 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 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 Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three ten 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 Indenture 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by any officer an Authorized 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 Certificateholders or the Noteholders Securityholders and shall continue unremedied for a period of 90 days after giving receipt by the Servicer of written notice of the such failure to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) given 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 by or Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount or Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than 25% a majority of the Certificate 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 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 Certificate 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 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 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 Each of the following events (is a "Servicer Default") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC TMCC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Accounts Collection Account, Payahead Account or Reserve Fund any required payment or to direct the Relevant Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of three Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) receipt by the Servicer (or the Seller, so long as NMAC TMCC 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), from the Owner Trustee or the Indenture Trustee of written notice of such failure given or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Outstanding AmountClass A Notes, acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (iiiprovided that such event will not be a Servicer Default if (A) discovery such failure or delay is caused by an event of force majeure, (B) does not continue for more than 10 Business Days, (C) during such period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D) the Servicer provides to the Owner Trustee, Indenture Trustee, Seller and Securityholders prompt notice of such failure by any officer or delay that includes a description of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) 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, Seller (as long as NMAC is the Servicercase may be) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)Agreement, which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of the date on which written notice of the such failure to is received (i) by the Servicer (or the Seller, as so long as NMAC TMCC 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 from the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by Holders the holders of Notes evidencing not less than 25% of the Outstanding Amount Class A Notes, acting together as a single Class, excluding for purposes of such calculation and action all Securities held or Holders beneficially owned by TMCC, TAFR LLC or any of Certificates evidencing not less than 25% of the Certificate Balancetheir Affiliates; or (c) the occurrence of an Insolvency Event with respect to the Servicer;. At any time when a Servicer Default has occurred and is continuing, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Outstanding Amount of the Class A Notes acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or payments from or to the Collection Account, Reserve Account or Payahead Account) for a specified period or permanently. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

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 Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three ten 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 Indenture 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by any officer an Authorized 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 Certificateholders or the Noteholders Securityholders and shall continue unremedied for a period of 90 days after giving receipt by the Servicer of written notice of the such failure to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) given 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 by or Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount or Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than 25% a majority of the Certificate 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 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 Certificate 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 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 48 (NAROT 2022-B Sale and Servicing Agreement) 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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% a majority of the Outstanding AmountAmount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the aggregate Certificate Balance, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount or or, if no Notes are Outstanding, Holders of Certificates evidencing not less than 25% a majority of the Certificate 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 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 Certificate 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 1(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 Any of the following events shall constitute a default of both the Master Servicer and each Servicer (but only in their respective capacities as such) (each a "“Servicer Default"”) shall occur and be continuingas that term is used herein: (ai) the failure in a material respect of the Master Servicer or any failure Servicer to comply with or perform any provision of this Base Lease or any other Related Document with respect to any Group VII Series of Notes, and such default continues for more than thirty (30) days after the earlier of (x) the date written notice is delivered by the Servicer (Lessor or the Seller, so long as NMAC is the Servicer) to deliver Trustee to the Relevant Trustee for deposit in Master Servicer or any of Servicer and (y) the Accounts date on which the Master Servicer or any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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, has actual knowledge thereof; (ii) receipt by an Event of Bankruptcy occurs with respect to the Master Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by any officer of the Servicer; (biii) the failure of the Master Servicer or any Servicer to make any payment when due from it hereunder or under any of the other Related Documents with respect to any Group VII Series of Notes or to deposit any Collections with respect to Group VII Vehicles received by it into the applicable Collection Account when required under the Related Documents with respect to any Group VII Series of Notes and, in each case, such failure continues for five (5) Business Days; or (iv) if any representation or warranty made by the Master Servicer (or the Seller, as long as NMAC any Servicer in any Related Document with respect to any Group VII Series of Notes is the Servicer) to duly observe inaccurate or perform incorrect or is breached or is false or misleading in any material respect any other covenants or agreements as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the Master Servicer (or any Servicer to the Lessor or the SellerTrustee pursuant to any Related Document with respect to any Group VII Series of Notes is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, and the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading in any material respect, as long as NMAC is the Servicercase may be, shall not have been eliminated or otherwise cured within thirty (30) set forth in this Agreement days after the earlier of (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect x) the rights date of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving receipt of written notice of thereof from the failure Lessor or the Trustee to the Master Servicer or any Servicer and (iy) the date the Master Servicer or any Servicer has actual knowledge of such circumstance or condition. On and following the Servicing Transfer Date (or as defined in the SellerBack-Up Servicing Agreement), as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trusteeall authority, or (ii) the Servicer (or the Sellerpower, as long as NMAC is the Servicer) duties and the Owner Trustee or the Indenture Trustee by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balance; or (c) the occurrence of an Insolvency Event obligations, in each case only with respect to the Back-Up Servicing Obligations (as defined in the Back-Up Servicing Agreement) relating solely to the Group VII Series of Notes and the Group VII Collateral of the Master Servicer and each Servicer under the Base Indenture with respect to the Series 2010-3 Notes, any other outstanding Group VII Series of Notes, each related Series Supplement, the Group VII Master Lease, the other Related Documents and the Back-Up Servicing Agreement shall pass to, be vested in and/or be assumed by, as applicable, the Back-Up Servicer;. On and after the Action Notice Effective Date (as defined in the Back-Up Disposition Agent Agreement) all authority, power, duties and obligations, in each case only to the extent relating solely to the Group VII Series of Notes and the Group VII Collateral, with respect to the duties set out in Exhibit A of the Back-Up Disposition Agent Agreement under the heading “Duties after the Action Notice Effective Date”, of the Master Servicer and each Servicer under the Base Indenture with respect to the Series 2010-3 Notes, any other outstanding Group VII Series of Notes, each related Series Supplement, the Group VII Master Lease, the other Related Documents and the Back-Up Disposition Agent Agreement shall pass to and be vested in and/or be assumed by, as applicable, the Back-Up Disposition Agent.

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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate 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 Amount of the Notes, acting together as a single Class, 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 1(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 Each of the following events (is a "Servicer Default") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC TMCC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Accounts Collection Account, Payahead Account or Reserve Fund any required payment or to direct the Relevant Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of three Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) receipt by the Servicer (or the Seller, so long as NMAC TMCC 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), from the Owner Trustee or the Indenture Trustee of written notice of such failure given or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Outstanding AmountClass A Notes, acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (iiiprovided that such event will not be a Servicer Default if (A) discovery such failure or delay is caused by an event of force majeure, (B) does not continue for more than 10 Business Days, (C) during such period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D) the Servicer provides to the Owner Trustee, Indenture Trustee, Seller and Securityholders prompt notice of such failure by any officer or delay that includes a description of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) 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, Seller (as long as NMAC is the Servicercase may be) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)Agreement, which failure shall materially and adversely affect the rights of the Certificateholders Certificateholder or the Noteholders and shall continue unremedied for a period of 90 days after giving of the date on which written notice of the such failure to is received (i) by the Servicer (or the Seller, as so long as NMAC TMCC 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 from the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by Holders the holders of Notes evidencing not less than 25% of the Outstanding Amount Class A Notes, acting together as a single Class, excluding for purposes of such calculation and action all Securities held or Holders beneficially owned by TMCC, TAFR LLC or any of Certificates evidencing not less than 25% of the Certificate Balancetheir Affiliates; or (c) the occurrence of an Insolvency Event with respect to the Servicer;. At any time when a Servicer Default has occurred and is continuing, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Outstanding Amount of the Class A Notes acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or payments from or to the Collection Account, Reserve Account or Payahead Account) for a specified period or permanently. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

Servicer Default. If any one Each of the following events (is a "“Servicer Default") shall occur and be continuing”: (a) any failure by the Servicer (or the Seller, so long as NMAC TMCC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Accounts Collection Account, Payahead Account or Reserve Fund any required payment or to direct the Relevant Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of three Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) receipt by the Servicer (or the Seller, so long as NMAC TMCC 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), from the Owner Trustee or the Indenture Trustee of written notice of such failure given or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Outstanding AmountClass A Notes, acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (iiiprovided that such event will not be a Servicer Default if (A) discovery such failure or delay is caused by an event of force majeure, (B) does not continue for more than 10 Business Days, (C) during such period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D) the Servicer provides to the Owner Trustee, Indenture Trustee, Seller and Securityholders prompt notice of such failure by any officer or delay that includes a description of the Servicer’s efforts to remedy such failure or delay); (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) 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, Seller (as long as NMAC is the Servicercase may be) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)Agreement, which failure shall materially and adversely affect the rights of the Certificateholders Certificateholder or the Noteholders and shall continue unremedied for a period of 90 days after giving of the date on which written notice of the such failure to is received (i) by the Servicer (or the Seller, as so long as NMAC TMCC 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 from the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by Holders the holders of Notes evidencing not less than 25% of the Outstanding Amount Class A Notes, acting together as a single Class, excluding for purposes of such calculation and action all Securities held or Holders beneficially owned by TMCC, TAFR LLC or any of Certificates evidencing not less than 25% of the Certificate Balance; ortheir Affiliates; (c) the occurrence of an Insolvency Event with respect to the Servicer;; or (d) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, attestation or accountants’ letter when and as required (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), which continues unremedied for [ten] calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered At any time when a Servicer Default set forth in clauses (a) through (c) above has occurred and is continuing, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing at least a majority of the Outstanding Amount of the Class A Notes acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or payments from or to the Collection Account, Reserve Account or Payahead Account) for a specified period or permanently. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto. At any time when a Servicer Default set forth in clause (d) above has occurred and is continuing, so long as the Servicer Default shall not have been remedied, the Issuer (or the Administrator, acting on behalf of the Issuer) shall be entitled to terminate, in its sole discretion, the rights and obligations of the Servicer as servicer under this Agreement; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect; provided, however, that the Issuer shall not be entitled to terminate the rights and obligations of the Servicer pursuant to this section if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to receivables other than the Receivables.

Servicer Default. If any one Any of the following events (will constitute 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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by 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 default of the Servicer (or the Seller, “Servicer Default”) as long as NMAC that term 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure to used herein: (i) the failure in a material respect of the Servicer to comply with or perform any provision of this Agreement or any other Related Document (other than any Related Document relating solely to a Segregated Series of Notes), and such default continues for more than thirty (30) days after the earlier of the date written notice is delivered by the Lessor or the Seller, as long as NMAC is Trustee to the Servicer) by the Owner Trustee Servicer or the Indenture Trustee, or Servicer has actual knowledge thereof; (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee by Holders an Event of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balance; or (c) the occurrence of an Insolvency Event Bankruptcy occurs with respect to the Servicer;; (iii) the failure of the Servicer to make any payment when due from it hereunder or under any of the other Related Documents (other than any Related Document relating solely to a Segregated Series of Notes) or to deposit any Collections received by it into a Collateral Account when required under the Related Documents and, in each case, such failure continues for 5 Business Days; or (iv) if any representation or warranty made by the Servicer in any Related Document (other than any Related Document relating solely to a Segregated Series of Notes) is inaccurate or incorrect or is breached or is false or misleading in any material respect as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the Servicer to the Lessor or the Trustee pursuant to any Related Document (other than any Related Document relating solely to a Segregated Series of Notes) is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, and the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading in any material respect, as the case may be, shall not have been eliminated or otherwise cured for thirty (30) days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the Trustee to the Servicer and (y) the date the Servicer learns of such circumstance or condition. In the event of a Servicer Default, the Trustee, acting pursuant to Section 8.7(c) of the Base Indenture, shall have the right to replace the Servicer as servicer.

Servicer Default. If any one Any of the following events shall constitute a default of both the Master Servicer and each Servicer (but only in their respective capacities as such) (each a "“Servicer Default"”) shall occur and be continuingas that term is used herein: (ai) the failure in a material respect of the Master Servicer or any failure Servicer to comply with or perform any provision of this Base Lease or any other Related Document with respect to any Group V Series of Notes, and such default continues for more than thirty (30) days after the earlier of (x) the date written notice is delivered by the Servicer (Lessor or the Seller, so long as NMAC is the Servicer) to deliver Trustee to the Relevant Trustee for deposit in Master Servicer or any of Servicer and (y) the Accounts date on which the Master Servicer or any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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, has actual knowledge thereof; (ii) receipt by an Event of Bankruptcy occurs with respect to the Master Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by any officer of the Servicer; (biii) the failure of the Master Servicer or any Servicer to make any payment when due from it hereunder or under any of the other Related Documents with respect to any Group V Series of Notes or to deposit any Collections with respect to Group V Vehicles received by it into the applicable Collection Account when required under the Related Documents with respect to any Group V Series of Notes and, in each case, such failure continues for five (5) Business Days; or (iv) if any representation or warranty made by the Master Servicer (or the Seller, as long as NMAC any Servicer in any Related Document with respect to any Group V Series of Notes is the Servicer) to duly observe inaccurate or perform incorrect or is breached or is false or misleading in any material respect any other covenants or agreements as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the Master Servicer (or any Servicer to the Lessor or the SellerTrustee pursuant to any Related Document with respect to any Group V Series of Notes is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, and the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading in any material respect, as long as NMAC is the Servicercase may be, shall not have been eliminated or otherwise cured within thirty (30) set forth in this Agreement days after the earlier of (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect x) the rights date of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving receipt of written notice of thereof from the failure Lessor or the Trustee to the Master Servicer or any Servicer and (iy) the date the Master Servicer or any Servicer has actual knowledge of such circumstance or condition. On and following the Servicing Transfer Date (or as defined in the SellerBack-up Servicing Agreement), as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trusteeall authority, or (ii) the Servicer (or the Sellerpower, as long as NMAC is the Servicer) duties and the Owner Trustee or the Indenture Trustee by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balance; or (c) the occurrence of an Insolvency Event obligations, in each case only with respect to the Back-up Servicing Obligations (as defined in the Back-up Servicing Agreement) relating solely to the Group V Series of Notes and the Group V Collateral of the Master Servicer and each Servicer under the Base Indenture with respect to the Series 2010-1 Notes, any other outstanding Group V Series of Notes, each related Series Supplement, the Group V Master Lease, the other Related Documents and the Back-up Servicing Agreement shall pass to, be vested in and/or be assumed by, as applicable, the Back-up Servicer;. On and after the Action Notice Effective Date (as defined in the Back-up Disposition Agent Agreement) all authority, power, duties and obligations, in each case only to the extent relating solely to the Group V Series of Notes and the Group V Collateral, with respect to the duties set out in Exhibit A of the Back-up Disposition Agent Agreement under the heading “Duties after the Action Notice Effective Date”, of the Master Servicer and each Servicer under the Base Indenture with respect to the Series 2010-1 Notes, any other outstanding Group V Series of Notes, each related Series Supplement, the Group V Master Lease, the other Related Documents and the Back-up Disposition Agent Agreement shall pass to and be vested in and/or be assumed by, as applicable, the Back-up Disposition Agent.

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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate 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 Amount of the Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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: (a1) any failure by the Servicer (or the Seller, so long as NMAC is the Serviceri) to deliver to the Relevant Indenture Trustee 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 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 three 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 is received by the Owner Servicer from the Issuer, the Eligible Lender Trustee, the Indenture Trustee or the Indenture Trustee, (ii) receipt by the Servicer (Administrator or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) five Business Days after discovery of such failure by any an officer of the Servicer;; or (b2) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) duly to duly observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation or any other Basic Document to purchase Receivables pursuant to Section 4.06)which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of the Certificateholders Indenture Trustee, on behalf of the Noteholders, or the Noteholders and shall continue (ii) continues unremedied for a period of 90 60 days after giving of the date on which written notice of such failure, requiring the failure same to be remedied, shall have been given (iA) to the Servicer (by the Issuer, the Indenture Trustee, the Eligible Lender Trustee or the SellerAdministrator or (B) to the Servicer, as and to the Issuer and the Indenture Trustee by the Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Section 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as NMAC the Servicer is in compliance with its purchase and reimbursement obligations under Section 3.5; or (3) an Insolvency Event occurs with respect to the Servicer; or (4) any failure by the Owner Trustee Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or (5) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either 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 by Holders Noteholders of Notes evidencing not less than 25% at least a majority of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balance; or Notes, by notice then given in writing to the Servicer (cand to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the occurrence rights and obligations (other than the obligations set forth in Section 3.5 and Section 4.2) of an Insolvency Event the Servicer under this Agreement. As of the effective date of termination of the Servicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes or the Trust Student Loans 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 5.2. The predecessor Servicer shall cooperate with the successor Servicer;, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the Eligible Lender Trustee, the predecessor Servicer under this Agreement, 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 deposit, or shall thereafter be received by it with respect to a Trust Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section 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. Upon receipt of notice of the occurrence of a Servicer Default, the Issuer shall give notice thereof (which notice shall be prepared by the Administrator) to the Rating Agencies then rating the Notes.

Servicer Default. If any one of the The following events and conditions shall constitute a Servicer Default hereunder; provided, however, that if a successor Servicer or subservicer is then acting as Servicer hereunder, and is not an affiliate of Interpool, the events and conditions set forth in clauses (a "Servicer Default"d), (e), (k), (1), (n), (r), (s), and (t) shall occur and not be continuingapplicable: (a) any failure by on the part of the Servicer to remit any payment or deposit required hereunder (including, without limitation, any deposit to the ICI Collection Account, the ICF Collection Account or any Lessor Collection Account required pursuant to Section 3.06 hereof) within three (3) Business Days of the time received or when otherwise required to be remitted; (b) failure on the part of the Servicer to submit (x) a Servicer Report (including, without limitation, the Servicer Certificate and the ICI Asset Base Certificate or the SellerICF Asset Base Certificate) when due and such failure continues unremedied for five (5) Business Days after the due date therefor, so long as NMAC is and (y) any financial statement required to be delivered pursuant to any ICI Relevant Document when due and such failure continues for thirty (30) calendar days after the Servicerdue date therefor; (c) failure on the part of the Servicer to deliver to the Relevant Trustee for deposit observe or perform any covenant or agreement (other than those described in clauses (a) and (b) above and (f) below) contained in any ICI Relevant Document, such breach or failure materially or adversely affects the rights of ICI, ICF, the Accounts Trust, any required payment Lessor, any Indenture Trustee, any Lease Enhancer, any beneficiary of such Indenture Trustee’s security interest under the related Indenture, noteholders under any Indenture, any Registered Pledgee or to direct the Relevant Trustee to make any required distributions therefrom, which Control Party and such breach or failure continues unremedied for a period of three Business Days thirty (30) days after the earlier to occur of (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice date on which a Servicing Officer has actual knowledge of such failure or breach, and (ii) the date on which written notice thereof requiring the same to be remedied shall have been given to the Servicer by Interpool, a Seller, ICI, ICF, any Lessor, the Owner Trustee or the Trust, any Lease Enhancer, any Indenture Trustee, any beneficiary of such Indenture Trustee’s security interest under the related Indenture, the Administrative Agent, any Registered Pledgee or any Control Party; (d) failure on the part of the Servicer to maintain the insurance policies required pursuant to Section 6.08 hereof; (e) any default beyond any grace period under any agreement with any creditor for borrowed money in excess of $5,000,000 and (i) such default consists of the failure to pay any principal, premium or interest with respect to such indebtedness or (ii) receipt by such default consists of the failure to perform any covenant or agreement with respect to such indebtedness if the effect of such default is to cause the Servicer’s obligations which are the subject thereof to become due prior to its maturity date or prior to its regularly scheduled date of payment; (f) failure on the part of the Servicer (to observe or the Seller, so long as NMAC is the Servicerperform any covenant or agreement listed in Sections 3.01(q), 6.02(d), 6.10 or 6.13 and such breach or failure continues unremedied for a period of ten (10) days after the Owner Trustee or earlier to occur of (i) the Indenture Trustee of written notice date on which a Servicing Officer has actual knowledge of such failure or breach, and (ii) the date on which written notice thereof requiring the same to be remedied shall have been given to the Servicer by Holders Interpool, a Seller, ICI, ICF, any Lessor, the Trust, any Indenture Trustee, any beneficiary of Notes evidencing not less than 25% such Indenture Trustee’s security interest under the related Indenture, any Lease Enhancer, the Administrative Agent, any Registered Pledgee or any Control Party; (g) any assignment for the benefit of creditors generally, a composition or extension to creditors, or notice of an intended sale of all or substantially all of the Outstanding Amountbusiness or assets now or hereafter owned or conducted by the Servicer; (h) any representation or warranty of the Servicer made in this Agreement, any other ICI Relevant Document or in any certificate or other writing delivered pursuant hereto or thereto shall prove to be incorrect as of the time when the same shall have been made, which inaccuracy would materially or adversely affect the rights of ICI, ICF, the Trust, any Lessor, any Indenture Trustee, or (iii) discovery any beneficiary of such failure Indenture Trustee’s security interest under the related Indenture, any Registered Pledgee, the Administrative Agent or any Control Party and such inaccuracy remains unremedied (such remedy to include repurchase of the nonconforming Serviced Asset pursuant to Section 6.03 hereof) for a period of thirty (30) days after the earlier to occur of (i) the date any Servicing Officer has knowledge of such incorrect representation or (ii) the date on which written notice thereof requiring the same to be remedied, if so capable of remedy, shall have been given to the Servicer by Interpool, any officer Seller, ICF, ICI, any Lessor, the Trust, any Indenture, any Enhancer, any Interest Rate Hedge Counterparty, any Currency Hedge Counterparty, any Series of Noteholders or any Control Party; (i) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging the Servicer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer under any Applicable Law, or appointing a custodian, receiver, liquidator, sequestrator or other similar official of the Servicer or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of the Servicer; (bj) any failure the commencement by the Servicer (of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law, or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the Sellerconsent by the Servicer to the entry of a decree or order for relief in respect of the Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, sequestrator or similar official of the Servicer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the inability by the Servicer to pay its debts generally as they become due, or the taking of corporate action by the Servicer in furtherance of any such action or the filing of an involuntary petition in bankruptcy and the continuance of such involuntary petition undismissed for a period of sixty (60) consecutive days; (k) the Tangible Net Worth of Interpool (measured as of the end of each fiscal quarter and on the basis of the financial statements delivered pursuant to Section 6.04(a) and (b) hereof) is less than (i) the sum of (x) $275,000,000 and (y) the product of fifty percent (50%) and the net cumulative positive after tax income of Interpool as reported in Interpool’s financial statements for each of the financial quarters succeeding December 31, 2001; (l) a final judgment, decree or order for the payment of money shall be rendered against the Servicer and such judgments, decrees or orders shall, individually or in the aggregate, exceed $5,000,000 and continue in effect for 30 days without a stay; (m) reserved; (n) the Fixed Charge Ratio of the Interpool Group (measured as of the end of each fiscal quarter for the sum of the four immediately preceding fiscal quarters and on the basis of the financial statements delivered pursuant to Section 6.04(a) hereof) shall be less than 1.60 to 1 on a rolling four quarter basis; (o) reserved; (1) an ICI Event of Default has occurred at least four (4) times under Section 8.01(i) of the ICI Indenture and in each such instance there has been a draw under the related Series Enhancement Agreement or (2) an ICI Event of Default has occurred and is continuing under Section 8.01(ii) of the ICI Indenture; (q) any indication or evidence received by any Control Party, the Administrative Agent, the ICI Indenture Trustee, any Lessor, any Registered Pledgee, any Interest Rate Hedge Counterparty, any Currency Hedge Counterparty, any Enhancer or any noteholder under any Indenture that reasonably leads it to believe that the Servicer may have directly or indirectly been engaged in any type of criminal activity which would be reasonably likely to result in the forfeiture of any property of the Servicer to any governmental entity, federal, state or local, and which forfeiture could have a material adverse effect on the Servicer or the rights of a Control Party, the ICI Indenture Trustee, any Lessor, any Registered Pledgee, any Interest Rate Hedge Counterparty, any Currency Hedge Counterparty, any Enhancer or a Series of Noteholders under any Indenture; (r) Interpool resigns or is replaced as Servicer for any reason; (s) a Change of Control of Interpool (for so long as NMAC Interpool is the Servicer) to duly observe not in accordance with Section 6.01 of this Agreement or perform in any material respect any other covenants or agreements of the Servicer (or the Sellershall have occurred, 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of provided that the failure to provide timely notice of any Change of Control shall not result in a Servicer Default if such Change of Control has been publicly announced at least thirty days in advance of such Change of Control; (it) two or more of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (together with each other key manager approved in writing by the Servicer (ICF Global Requisite Majority, the “Key Managers”) resigns, are removed or the Seller, otherwise no longer serve in their respective offices as long as NMAC is Key Managers of the Servicer, and such situation remains uncured for ninety (90) 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 by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balancedays; or (cu) the occurrence Servicer ceases to be engaged in the business of an Insolvency Event with respect owning and leasing equipment of a type comparable to the Equipment; or (v) the ratio of (1) the Servicer;’s long term debt (i.e., debt with a maturity greater than one year) to (2) the Servicer’s Tangible Net Worth is greater than or equal to 4.0.

Servicer Default. If any one of the following events (a "Servicer Default") shall occur and be continuing:: (Nissan 2005-A Sale and Servicing Agreement) (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate 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 Amount of the Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 (Nissan 2005-A Sale and Servicing Agreement) 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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate 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 Amount of the Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three ten 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 Indenture 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by any officer an Authorized 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 Certificateholders or the Noteholders Securityholders and shall continue unremedied for a period of 90 days after giving receipt by the Servicer of written notice of the such failure to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) given 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 by or Holders of Notes evidencing not less than 25% a majority of the Outstanding Amount or Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than 25% a majority of the Certificate 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;

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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by Holders the holders of Notes or Certificates evidencing not less than 25% of the sum of the Outstanding AmountAmount and the Certificate Balance, acting together as a single class, or (iii) discovery of such failure by 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)Agreement, which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by Holders the holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the sum of the Outstanding Amount and the Certificate Balance, acting together as a single class; 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 Amount of the Notes (but excluding for purposes of such calculation and action all Securities held or beneficially owned by NMAC, NARC or any of their Affiliates), by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 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 Owner Trustee, the original Servicer hereunder shall reimburse the Owner 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 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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 57 62 NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate 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 Amount of the Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 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 (a "“Servicer Default"”) shall occur and be continuing: (a1) any failure by the Servicer (or the Seller, so long as NMAC is the Serviceri) to deliver to the Relevant Indenture Trustee 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 Table of Contents daily deposits into the Collection Account are not required, to deliver to the Administrator any payment or to direct required by the 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 three 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 is received by the Owner Servicer from the Eligible Lender Trustee, the Indenture Trustee or the Indenture Trustee, (ii) receipt by the Servicer (Administrator or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) five Business Days after discovery of such failure by any an officer of the Servicer;; or (b2) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) duly to duly observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation or any other Basic Document to purchase Receivables pursuant to Section 4.06)which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of the Certificateholders Indenture Trustee, on behalf of the Noteholders, or the Noteholders and shall continue (ii) continues unremedied for a period of 90 60 days after giving of the date on which written notice of such failure, requiring the failure same to be remedied, shall have been given (iA) to the Servicer (by the Indenture Trustee, the Eligible Lender Trustee or the SellerAdministrator or (B) to the Servicer, as and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as NMAC the Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (3) an Insolvency Event occurs with respect to the Servicer; or (4) any failure by the Owner Trustee or 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, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee by Holders Noteholders of Notes evidencing not less than 25% at least a majority of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balance; or Notes, by notice then given in writing to the Servicer (cand to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the occurrence rights and obligations (other than the obligations set forth in Section 3.5 and Section 4.2) of an Insolvency Event the Servicer under this Agreement. As of the effective date of termination of the Servicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes or the Trust Student Loans 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 5.2. The predecessor Servicer shall cooperate with the successor Servicer;, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for Table of Contents administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Trust Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section 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. Upon receipt of notice of the occurrence of a Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one Any of the following events shall constitute a default of both the Master Servicer and each Servicer (but only in their respective capacities as such) (each a "“Servicer Default"”) shall occur and be continuingas that term is used herein: (ai) the failure in a material respect of the Master Servicer or any failure Servicer to comply with or perform any provision of this Base Lease or any other Related Document with respect to any Group VIII Series of Notes, and such default continues for more than thirty (30) days after the earlier of (x) the date written notice is delivered by the Servicer (Lessor or the Seller, so long as NMAC is the Servicer) to deliver Trustee to the Relevant Trustee for deposit in Master Servicer or any of Servicer and (y) the Accounts date on which the Master Servicer or any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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, has actual knowledge thereof; (ii) receipt by an Event of Bankruptcy occurs with respect to the Master Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by any officer of the Servicer; (biii) the failure of the Master Servicer or any Servicer to make any payment when due from it hereunder or under any of the other Related Documents with respect to any Group VIII Series of Notes or to deposit any Collections with respect to Group VIII Vehicles received by it into the applicable Collection Account when required under the Related Documents with respect to any Group VIII Series of Notes and, in each case, such failure continues for five (5) Business Days; or (iv) if any representation or warranty made by the Master Servicer (or the Seller, as long as NMAC any Servicer in any Related Document with respect to any Group VIII Series of Notes is the Servicer) to duly observe inaccurate or perform incorrect or is breached or is false or misleading in any material respect any other covenants or agreements as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the Master Servicer (or any Servicer to the Lessor or the SellerTrustee pursuant to any Related Document with respect to any Group VIII Series of Notes is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, and the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading in any material respect, as long as NMAC is the Servicercase may be, shall not have been eliminated or otherwise cured within thirty (30) set forth in this Agreement days after the earlier of (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect x) the rights date of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving receipt of written notice of thereof from the failure Lessor or the Trustee to the Master Servicer or any Servicer and (iy) the date the Master Servicer or any Servicer has actual knowledge of such circumstance or condition. On and following the Servicing Transfer Date (or as defined in the SellerBack-Up Servicing Agreement), as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trusteeall authority, or (ii) the Servicer (or the Sellerpower, as long as NMAC is the Servicer) duties and the Owner Trustee or the Indenture Trustee by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balance; or (c) the occurrence of an Insolvency Event obligations, in each case only with respect to the Back-Up Servicing Obligations (as defined in the Back-Up Servicing Agreement) relating solely to the Group VIII Series of Notes and the Group VIII Collateral of the Master Servicer and each Servicer under the Base Indenture with respect to the Series 2011-1 Notes, any other outstanding Group VIII Series of Notes, each related Series Supplement, the Group VIII Master Lease, the other Related Documents and the Back-Up Servicing Agreement shall pass to, be vested in and/or be assumed by, as applicable, the Back-Up Servicer;. On and after the Action Notice Effective Date (as defined in the Back-Up Disposition Agent Agreement) all authority, power, duties and obligations, in each case only to the extent relating solely to the Group VIII Series of Notes and the Group VIII Collateral, with respect to the duties set out in Exhibit A of the Back-Up Disposition Agent Agreement under the heading “Duties after the Action Notice Effective Date”, of the Master Servicer and each Servicer under the Base Indenture with respect to the Series 2011-1 Notes, any other outstanding Group VIII Series of Notes, each related Series Supplement, the Group VIII Master Lease, the other Related Documents and the Back-Up Disposition Agent Agreement shall pass to and be vested in and/or be assumed by, as applicable, the Back-Up Disposition Agent.

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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate 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 Amount of the Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC or any of their Affiliates), by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 Receivables Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses

Servicer Default. If any one of the following events (a "Servicer Default") shall occur and be continuing: (a) any failure by the Master Servicer (or the SellerIssuer, so long as NMAC is the Servicer) to deposit or credit, or to deliver to the Relevant Indenture Trustee for deposit deposit, in any of the Trust Accounts any amount required payment hereunder to be as deposited, credited or delivered or to direct the Relevant Indenture Trustee to make any required distributions therefrom, which failure continues that shall continue unremedied for a period of 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), received from the Owner Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) after discovery of such failure by any an officer of the Master Servicer; (b) any failure by the Master Servicer to deliver to the Indenture Trustee or the Owner Trustee a report in accordance with Section 4.09 and/or Section 4.10 by the fourth Business Day prior to the Distribution Date with respect to which such report is due, or the Master Servicer shall have defaulted in the due observance of any provision of Section 7.02 (or other than failure to enter into an assumption agreement under Section 7.02, which is a Servicer Default only if such failure continues for ten Business Days); (c) failure on the part of the Seller, as long as NMAC is the Servicer) Issuer or the Master Servicer duly to duly observe or to perform in any material respect any other covenants or agreements of the Master Servicer (or the Seller, as long as NMAC is the Servicer) Seller 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 Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders and shall (ii) continue unremedied for a period of 90 30 days after giving of the date on which written notice of such failure, requiring the failure same to be remedied, shall have been given (iA) to the Master Servicer (or the Seller, Seller (as long as NMAC is the Servicercase may be) by the Owner Trustee or the Indenture Trustee, Trustee or (iiB) to the Master Servicer (or the SellerSeller (as the case may be), as long as NMAC is the Servicer) and to the Owner Trustee or and the Indenture Trustee by the Holders of Notes evidencing not less than 25% ______.___% of the Outstanding Amount or Holders of Certificates the Notes, or, if the Notes have been paid in full, by Certificateholders evidencing not less than 25% ______.___% of the aggregate Certificate Balance; orPercentage Interest; (cd) the occurrence of an Insolvency Event with respect to the Seller, the Issuer or the Master Servicer;; or (e) any representation, warranty or statement of the Master Servicer, the Issuer or the Seller made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made (excluding, however, any representation or warranty to which Section 3.01 or 4.06 shall be applicable so long as the Master Servicer or the Seller shall be in compliance with Section 3.02 or 4.07, as the case may be), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Noteholders or the Certificateholders and, within 30 days after written notice thereof shall have been given to the Master Servicer or the Seller by the Indenture Trustee or the Owner Trustee or by the Holders of Notes evidencing not less than ______.___% of the Outstanding Amount of the Notes, or Certificateholders evidencing not less than ______.___% of the aggregate Certificate Percentage Interest, the circumstance or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; then, and in each and every case, so long as such Servicer Default shall not have been remedied, either the Indenture Trustee, the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, voting as a single Class (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or by Certificateholders evidencing not less than a majority of the aggregate Certificate Percentage Interest), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders) may terminate all the rights and obligations of the Master Servicer under this Agreement. Upon such termination or a termination pursuant to Section 8.06, termination of the Master Servicer as custodian can be made pursuant to Section 3.07. On or after the receipt by the Master Servicer of written notice of termination pursuant to this Section or Section 8.06, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee, the Backup Servicer or such successor Master Servicer as may be appointed under Section 8.02, as the case may be; 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 Master 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 Contracts and related documents, or otherwise. The Master Servicer shall cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the Indenture Trustee or the Backup Servicer, as the case may be, for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to any Contract.

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 Fleetwood Credit is the Servicer) to deliver (i) to the Relevant related Trustee for deposit in any of distribution to the Accounts Securityholders any required payment or (ii) a Servicer's Certificate with respect to direct the Relevant Trustee to make any required distributions therefromPayment Date or Distribution Date, which failure continues unremedied for a period of three Business Days after (i) receipt discovery by an officer of the Servicer (or the Seller, so long as NMAC Fleetwood Credit is the Servicer) of ), or written notice of such failure is given by the Owner Trustee or the Indenture Trustee, (iiA) receipt by to the Servicer (or the Seller, so long as NMAC is the case may be, by the related Trustee or (B) to the Seller or the Servicer), as the Owner case may be, and to the related Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes Noteholders evidencing not less than 25% of the Outstanding AmountVoting Interest thereof, or (iii) discovery of such failure voting together as a single Class, or, if the Notes have been paid in full, by any officer Certificateholders evidencing not less than 25% of the ServicerVoting Interest thereof; (b) any failure by the Servicer (or the Seller, as so long as NMAC Fleetwood Credit is the Servicer) duly to duly observe or perform in any material respect any other covenants covenant or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth agreement in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)Agreement, which failure shall materially and adversely affect affects the rights of the Certificateholders or the Noteholders Securityholders and shall continue that continues unremedied for a period of 90 60 days after the giving of written notice of the such failure to is given as described in clause (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 by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balanceabove; or (c) the occurrence of an Insolvency Event Event; then, and in each case, so long as such Servicer Default shall not have been remedied, the Indenture Trustee or Noteholders evidencing not less than 51% of the Voting Interest thereof (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders evidencing not less than 51% of the Voting Interest thereof), voting together as a single class, by notice given in writing to the Servicer (and to the Indenture Trustee if given by Noteholders), may terminate all of the rights and obligations of the Servicer hereunder. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer hereunder, whether with respect to the Securities, 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 9.02; and, without limitation, the Indenture Trustee shall be hereby authorized and empowered to execute and deliver, 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 and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer hereunder, 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 deposit, shall have been deposited by the predecessor Servicer in 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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by the Holders of Notes or Certificates evidencing not less than 25% of the sum of the Outstanding AmountAmount or Holders of Certificates evidencing not less than 25% of the Certificate Balance, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by the Holders of Notes or Certificates evidencing not less than 25% of the sum of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate 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 Amount of the Notes (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, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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

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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate 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 Amount of the Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single

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 to the Relevant Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues therefrom that shall continue unremedied for a period of 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 is received by the Servicer from 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) after discovery of such failure by any officer an Authorized Officer of the Servicer;; or (b) any failure by on the part of the Servicer (or the Seller, as long as NMAC is the Servicer) duly to duly observe or to 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)or any other Basic Document, which failure shall (i) materially and adversely affect the rights of either the Certificateholders or the Noteholders and shall (ii) continue unremedied for a period of 90 30 days after giving of the date on which written notice of such failure, requiring the failure same to be remedied, shall have been given (iA) to the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, Trustee or (iiB) to the Servicer (or the Seller, as long as NMAC is the Servicer) and to the Owner Trustee or and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes or Holders of Certificates evidencing not less than 25% of the 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 Servicer 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, and will diligently pursue, all reasonable efforts to remedy such default); or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer or any successor; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Trustee, or the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes, by notice then given in writing to the Servicer and the Owner Trustee (and to the Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) 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 Trustee or such successor Servicer as may be appointed under Section 8.2; and, without limitation, the Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, 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, the Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, 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 deposit, or shall thereafter be received by it with respect to a Receivable. All reasonable costs and expenses (including reasonable 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 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. 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 For purposes of this Agreement, each of the following events (shall constitute 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 to the Relevant Trustee or the Note Insurer the Monthly Servicer Report for deposit in the related Collection Period, or any failure by the Servicer to make any payment, transfer or deposit, or deliver to the Trustee any proceeds or payment required to be so delivered under the terms of the Notes, this Agreement or any of the Accounts any required payment other Transaction Documents to which it is a party, or to direct the Relevant Trustee to make any required distributions therefrompayment of Note Insurer Obligations on the day when due, which failure in each case that continues unremedied for a period of three one Business Days Day after the earlier to occur of (ix) receipt discovery by a Responsible Officer of the Servicer, or (y) the date on which written notice has been given to the Servicer 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 Controlling Party, or to the Trustee, (ii) receipt by the Note Insurer and the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes Noteholders evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by any officer of the Servicer;Voting Interests; or (b) any failure by on the part of the Servicer (or the Seller, as long as NMAC is the Servicer) duly 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 the Notes, this Agreement, the Insurance Agreement (including its obligation or any of the other Transaction Documents to purchase Receivables pursuant to Section 4.06)which the Servicer is a party, which failure shall materially and adversely affect (i) would have a material adverse effect on the rights or interests of the Certificateholders Note Insurer, the Noteholders, the Trustee or the Noteholders Trust Estate and shall continue (ii) continues unremedied for a period of 90 30 days after giving the earlier to occur of (x) discovery by a Responsible Officer of the Servicer or (y) the date on which written notice of such failure, requiring the failure same to (i) be remedied, shall have been given to the Servicer (by the Controlling Party or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) to the Trustee, the Note Insurer and the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee by Holders of Notes Noteholders evidencing not less than 25% of the Outstanding Amount Voting Interests; or Holders the Servicer delegates its duties under the Notes, this Agreement, the Insurance Agreement or any of Certificates the other Transaction Documents to which it is a party, except as specifically permitted pursuant to Section 8.07, and such delegation continues unremedied for a period of 15 days after written notice, requiring such delegation to be remedied, shall have been given to the Servicer by the Trustee or the Controlling Party, or to the Trustee, the Note Insurer and the Servicer by Noteholders evidencing not less than 25% of the Certificate BalanceVoting Interests; or (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Servicer in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 30 consecutive days; or (d) the consent by the Servicer to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or substantially all of its property, or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (e) any representation, warranty or certification made by the Creditrust Corporation in this Agreement, the Insurance Agreement or in any other Transaction Document to which it is a party, or in any certificate delivered pursuant to this Agreement, the Insurance Agreement or in any other Transaction Document to which it is a party, proves to have been incorrect when made, which (i) would have a material adverse effect on the rights of the Noteholders, the Note Insurer or the Trust Estate, respectively, and (ii) if capable of remedy, continues unremedied for a period of 30 days after the earlier to occur of (x) discovery by a Responsible Officer of the Servicer or (y) the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Controlling Party or the Trustee, or to the Trustee, the Note Insurer and the Servicer by Noteholders evidencing not less than 25% of the Voting Interests; or (f) The failure by the Servicer to make any required payment in excess of $100,000 on any obligation of Servicer, other than Servicer's obligations to make payment on account of trade accounts payable which are in dispute in the normal course of business, within 2 Business Days after Servicer has received written notice from any such creditor of Servicer's failure to make such payment; or (g) Commencing December 31, 1998, and on the last day of each June and December thereafter, the cumulative amount of Net Proceeds in respect of all Receivables from the Closing Date to such date is less than the amounts specified in Schedule B. (h) Beginning on October 1, 1998, and on the first date of each month thereafter, for the preceding three calendar months (including any portion of June, 1998 following the Closing Date), the average initial payment plan for the Receivables is less than 50% of the average Charged-Off Balance related to such Receivables; or (i) Servicer suffers the loss, suspension or other material impairment of any required license or permit in any State of the United States (or the District of Columbia) where Obligors are located which, in the aggregate for such State (or the District of Columbia), accounts for more than $50,000,000 in initial Charged-Off Balances of Receivables, unless such loss, suspension or impairment is cured within 60 days after any Responsible Officer of the Servicer has knowledge of such loss, suspension or material impairment; or (j) Either ▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ terminates or shall have terminated his respective employment with the Servicer, or become disabled for a period of three consecutive months or more, or die and a replacement reasonably satisfactory to the Controlling Party has not been appointed within 90 days after such death, termination or disability; or (k) ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall (i) cease to be President or Chairman of the Board of Servicer, unless a replacement reasonably satisfactory to the Controlling Party is appointed within 90 days thereafter, or (ii) engage in material business activities other than the management of Servicer; or (l) There occurs any reduction of ▇▇▇▇▇▇ ▇▇▇▇▇▇'▇ personal investment in Servicer below an amount equal to 51% of the outstanding common stock of Servicer, or such lesser amount as may be acceptable to the Controlling Party. (m) Servicer sells, transfers, pledges or otherwise disposes of its membership interest in Issuer, whether voluntarily or by operation of law, foreclosure or other enforcement by a Person of its remedies against the Servicer, except pursuant to a merger, consolidation or a sale of all or substantially all the assets of Servicer in a transaction not prohibited by this Agreement; provided, however, that the Servicer may pledge its membership interest in the Issuer to a secured lender (x) in connection with a pledge of all or substantially all of the assets of the Servicer to secure indebtedness owed to such lender for borrowed money, or (y) with the prior written consent of the Note Insurer. Notwithstanding the foregoing, the cure periods referred to in each of clauses (a), (f) and (j) above may be extended for an additional period of five Business Days each, or such longer period not to exceed 30 Business Days as may be acceptable to the Controlling Party, if such delay or failure was caused by an act of God or other similar occurrence. Upon the occurrence of an Insolvency Event any such event the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with respect the terms of this Agreement and the Servicer shall provide the Trustee, the Note Insurer, the Rating Agency, the Placement Agent and the Noteholders prompt notice of such failure or delay by it, together with a description of its effort to so perform its obligations. The Servicer shall notify the Servicer;Trustee and the Note Insurer in writing of any Servicer Default that it discovers within one Business Day of such discovery.

Servicer Default. If (a) The occurrence of any one of the following events (shall constitute a "“Servicer Default") shall occur and be continuing”: (a1) any failure by the Servicer or the Sub-Servicer to make any payment, transfer or deposit or to give instructions or notice to the Buyer, the Agent or any member of the Lender Group as required by this Agreement or the other Loan Documents, and such failure shall continue for two Business Days; (2) any failure by the Servicer (itself or through the Seller, so long as NMAC is the Sub-Servicer) to deliver any Servicer Report or other report required hereunder on or before the date such payment, transfer, deposit, instruction of notice or report is required to be made or given, as the Relevant Trustee case may be, under the terms of this Agreement or the other Loan Documents, and such failure shall continue for deposit five calendar days; (3) any failure on the part of the Servicer or the Sub-Servicer duly to observe or perform in any material respect any of the Accounts other covenants or agreements on the part of the Servicer contained in any required payment Note Receivable Document to which it is a party and which relates to a Transferred Note Receivable; (4) any breach on the part of the Servicer or the Sub-Servicer of any representation or warranty contained in any Note Receivable Document to direct which it is a party and which relates to a Transferred Note Receivable that has a material adverse affect on the Relevant Trustee interests of any of the parties hereto or thereto or any member of the Lender Group; (5) so long as the Servicer, the Sub-Servicer or the Originator is an Affiliate of the Buyer, any “event of default” by the Servicer, the Sub-Servicer or the Originator occurs under any of the Note Receivable Documents relating to make a Transferred Note Receivable; (6) the occurrence of an Event of Default; (7) any required distributions therefrom, which failure continues unremedied for a period on the part of three Business Days after (i) receipt by the Servicer (itself or through the Seller, so long as NMAC is the Sub-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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) duly 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 or any other Loan Document to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue it is a party as Servicer that continues unremedied for a period of 90 thirty (30) days; (8) other than as noted in clause (2) above, the Servicer (itself or through the Sub-Servicer) shall become unable to or shall fail to deliver any other reporting, certification, notification or other documentation required under this Agreement or any other Loan Document or any financial or asset information reasonably requested by the Agent as provided herein is not provided as required or requested within thirty (30) days after giving of written notice of the failure due date therefor or the receipt by the Servicer of any such request, as applicable; (9) a Bankruptcy Event shall occur with respect to the Servicer or the Sub-Servicer; (10) as of the end of any fiscal quarter of the Servicer, the Servicer’s Tangible Net Worth shall be less than the sum of (i) $100,000,000, plus (ii) 50% of the value of any incremental issuance of stock or other equity interests; (11) the net investment income of the Servicer shall be (or i) less than zero as of the Seller, as long as NMAC is end of two (2) consecutive fiscal quarters of the Servicer, calculated as of the end of such fiscal quarter on the Determination Date occurring in the second calendar month following the end of such fiscal quarter, or (ii) by less than zero for any fiscal year, calculated as of the Owner Trustee or end of such fiscal year on the Indenture TrusteeDetermination Date occurring in the second calendar month following the end of such fiscal year; (12) (i) as of the end of any fiscal quarter of the Sub-Servicer, the Tangible Net Worth of the Sub-Servicer shall be less than $500,000, or (ii) the net income of the Sub-Servicer shall be less than zero for any three consecutive quarters; (13) as of the end of any fiscal quarter of the Servicer, (a) the sum of (i) unrestricted cash on hand and (ii) undrawn availability under all credit facilities of the Servicer and its Subsidiaries shall not equal or exceed (b) the aggregate amount of any unfunded committed amounts in respect of all Note Receivables; (14) any representation, warranty or certification made by the Servicer or the SellerSub-Servicer in this Agreement or any other Loan Document shall prove to have been false or incorrect in any material respect when made or deemed made and such failure, as long as NMAC is if susceptible to a cure, shall continue unremedied for a period, if any, determined by the Servicer) and the Owner Trustee or the Indenture Trustee by Holders of Notes evidencing Agent in its sole discretion (but in any event not less than 25% ten (10) days) and such inaccuracy shall have a material adverse effect on the Borrower, the Agent, any Lender or any other Secured Party or any portion of the Outstanding Amount Collateral or Holders of Certificates evidencing not less than 25% of the Certificate BalanceAgent’s (or any Secured Party’s) interest therein; (15) the Servicer (itself or through the Sub-Servicer) shall fail to service the Transferred Note Receivables in accordance with the Required Procedures and the Accepted Servicing Practices in any material respect; or (c16) without the prior written consent of the Agent, the Servicer or the Sub-Servicer agrees or consents to, or otherwise permits to occur, any amendment or modification or rescission to the Required Procedures in whole or in part, in each case, in a manner not permitted by the definition thereof. (b) Upon the occurrence of an Insolvency Event of Default, the Agent by notice in writing to the Servicer and the other parties hereto (provided that no notice shall be required to be sent to the Servicer for any Event of Default pursuant to Sections 8.2 or 8.7 of the Loan Agreement), may, in addition to whatever rights such Person may have at law or in equity to damages, including injunctive relief and specific performance, terminate immediately all the rights and obligations of the Servicer under this Agreement and in and to the Transferred Notes Receivable and the proceeds thereof, as servicer under this Agreement. Upon receipt by the Servicer of such written notice (or upon any Event of Default pursuant to Sections 8.2 or 8.7 of the Loan Agreement) all authority and power of the Servicer under this Agreement, whether with respect to the Transferred Notes Receivable or otherwise, shall, subject to Section 9.02, pass to and be vested in the Backup Servicer;, or, if there is a Servicer Default with respect to the Backup Servicer, a successor servicer (the “Successor Servicer”) pursuant to Section 9.02, and the Backup Servicer or such other Successor Servicer as applicable, is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including, but not limited to, the transfer and endorsement or assignment of the Transferred Notes Receivable and related documents. The Servicer agrees to cooperate with the Backup Servicer or the Successor Servicer, as applicable, in effecting the termination of the Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer to the successor servicer for administration by it of all amounts which shall at the time have been or are thereafter received with respect to the Purchased Assets and to provide the Backup Servicer with access to the officers and employees of the Servicer.

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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by the Holders of Notes or Certificates evidencing not less than 25% of the sum of the Outstanding AmountAmount or Holders of Certificates evidencing not less than 25% of the Certificate Balance, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by the Holders of Notes or Certificates evidencing not less than 25% of the sum of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate 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 Amount of the Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate 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 Amount of the Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC or any of their Affiliates), by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 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 (a "Servicer Default") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Serviceri) to deliver to the Relevant Indenture Trustee for deposit in any of the Trust Accounts any required payment or (ii) to direct the Relevant Indenture Trustee to make any required distributions therefrom, which failure continues distribution therefrom in either case that shall continue unremedied for a period of 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 is received by the Servicer (or the Seller, so long as NMAC is the Servicer), from the Owner Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) after discovery of such failure by any an officer of the Servicer;; or (b) any failure by on the part of the Servicer (or the Seller, as long as NMAC is the Servicer) duly to duly observe or to 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)or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue (ii) continues unremedied for a period of 90 60 days after giving of the date on which written notice of such failure, requiring the failure same to be remedied, shall have been given (iA) to the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, Trustee or (iiB) the Servicer (or the Seller, as long as NMAC is to the Servicer) , and to the Owner Trustee or and the Indenture Trustee by the Holders of Class A Notes evidencing not less than 25% of the Outstanding Amount of the Class A Notes; or (c) 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 of Certificates Class A Notes evidencing not less than 25% of the Certificate Balance; or Outstanding Amount of the Class A Notes, by notice then given in writing to the Servicer (cand to the Indenture Trustee and the Owner Trustee if given by the Class A Noteholders) may terminate all the occurrence rights and obligations (other than the obligations set forth in Section 7.02 hereof) of an Insolvency Event the Servicer under this Agreement (a "Servicer Termination Event"). 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 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, 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, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, 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 deposit, or shall thereafter be received by it with respect to a Receivable. All reasonable costs and expenses 50 (including reasonable attorneys' fees) incurred in connection (x) with transferring the computer or other records to the successor Servicer in the form requested and (y) amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. 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 to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by 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 Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving of written notice of the failure 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 by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate 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 Amount of the Notes (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, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 Any of the following events shall constitute a default of both the Master Servicer and each Servicer (but only in their respective capacities as such) (each a "“Servicer Default"”) shall occur and be continuingas that term is used herein: (ai) the failure in a material respect of the Master Servicer or any failure Servicer to comply with or perform any provision of this Base Lease or any other Related Document with respect to any Group VI Series of Notes, and such default continues for more than thirty (30) days after the earlier of (x) the date written notice is delivered by the Servicer (Lessor or the Seller, so long as NMAC is the Servicer) to deliver Trustee to the Relevant Trustee for deposit in Master Servicer or any of Servicer and (y) the Accounts date on which the Master Servicer or any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of 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, has actual knowledge thereof; (ii) receipt by an Event of Bankruptcy occurs with respect to the Master Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by any officer of the Servicer; (biii) the failure of the Master Servicer or any Servicer to make any payment when due from it hereunder or under any of the other Related Documents with respect to any Group VI Series of Notes or to deposit any Collections with respect to Group VI Vehicles received by it into the applicable Collection Account when required under the Related Documents with respect to any Group VI Series of Notes and, in each case, such failure continues for five (5) Business Days; or (iv) if any representation or warranty made by the Master Servicer (or the Seller, as long as NMAC any Servicer in any Related Document with respect to any Group VI Series of Notes is the Servicer) to duly observe inaccurate or perform incorrect or is breached or is false or misleading in any material respect any other covenants or agreements as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the Master Servicer (or any Servicer to the Lessor or the SellerTrustee pursuant to any Related Document with respect to any Group VI Series of Notes is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, and the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading in any material respect, as long as NMAC is the Servicercase may be, shall not have been eliminated or otherwise cured within thirty (30) set forth in this Agreement days after the earlier of (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect x) the rights date of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after giving receipt of written notice of thereof from the failure Lessor or the Trustee to the Master Servicer or any Servicer and (iy) the date the Master Servicer or any Servicer has actual knowledge of such circumstance or condition. On and following the Servicing Transfer Date (or as defined in the SellerBack-Up Servicing Agreement), as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trusteeall authority, or (ii) the Servicer (or the Sellerpower, as long as NMAC is the Servicer) duties and the Owner Trustee or the Indenture Trustee by Holders of Notes evidencing not less than 25% of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balance; or (c) the occurrence of an Insolvency Event obligations, in each case only with respect to the Back-up Servicing Obligations (as defined in the Back-Up Servicing Agreement) relating solely to the Group VI Series of Notes and the Group VI Collateral of the Master Servicer and each Servicer under the Base Indenture with respect to the Series 2010-2 Notes, any other outstanding Group VI Series of Notes, each related Series Supplement, the Group VI Master Lease, the other Related Documents and the Back-Up Servicing Agreement shall pass to, be vested in and/or be assumed by, as applicable, the Back-Up Servicer;. On and after the Action Notice Effective Date (as defined in the Back-Up Disposition Agent Agreement) all authority, power, duties and obligations, in each case only to the extent relating solely to the Group VI Series of Notes and the Group VI Collateral, with respect to the duties set out in Exhibit A of the Back-Up Disposition Agent Agreement under the heading “Duties after the Action Notice Effective Date”, of the Master Servicer and each Servicer under the Base Indenture with respect to the Series 2010-2 Notes, any other outstanding Group VI Series of Notes, each related Series Supplement, the Group VI Master Lease, the other Related Documents and the Back-Up Disposition Agent Agreement shall pass to and be vested in and/or be assumed by, as applicable, the Back-Up Disposition Agent.

Servicer Default. If (a) The occurrence of any one of the following events (shall constitute a "“Servicer Default") shall occur and be continuing”: (a1) any failure by the Servicer or the Sub-Servicer to make any payment, transfer or deposit or to give instructions or notice to the Buyer, the Agent or any member of the Lender Group as required by this Agreement or the other Loan Documents, and such failure shall continue for two Business Days; (2) any failure by the Servicer (itself or through the Seller, so long as NMAC is the Sub-Servicer) to deliver any Servicer Report or other report required hereunder on or before the date such payment, transfer, deposit, instruction of notice or report is required to be made or given, as the Relevant Trustee case may be, under the terms of this Agreement or the other Loan Documents, and such failure shall continue for deposit five calendar days; (3) any failure on the part of the Servicer or the Sub-Servicer duly to observe or perform in any material respect any of the Accounts other covenants or agreements on the part of the Servicer contained in any required payment Note Receivable Document to which it is a party and which relates to a Transferred Note Receivable; (4) any breach on the part of the Servicer or the Sub-Servicer of any representation or warranty contained in any Note Receivable Document to direct which it is a party and which relates to a Transferred Note Receivable that has a material adverse effect on the Relevant Trustee interests of any of the parties hereto or thereto or any member of the Lender Group; (5) so long as the Servicer, the Sub-Servicer or the Originator is an Affiliate of the Buyer, any “event of default” by the Servicer, the Sub-Servicer or the Originator occurs under any of the Note Receivable Documents relating to make a Transferred Note Receivable; (6) the occurrence of an Event of Default; (7) any required distributions therefrom, which failure continues unremedied for a period on the part of three Business Days after (i) receipt by the Servicer (itself or through the Seller, so long as NMAC is the Sub-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 of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or (iii) discovery of such failure by any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) duly 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 or any other Loan Document to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue it is a party as Servicer that continues unremedied for a period of 90 thirty (30) days; (8) other than as noted in clause (2) above, the Servicer (itself or through the Sub-Servicer) shall become unable to or shall fail to deliver any other reporting, certification, notification or other documentation required under this Agreement or any other Loan Document or any financial or asset information reasonably requested by the Agent as provided herein is not provided as required or requested within thirty (30) days after giving of written notice of the failure due date therefor or the receipt by the Servicer of any such request, as applicable; (9) a Bankruptcy Event shall occur with respect to the Servicer or the Sub-Servicer; (10) as of the end of any fiscal quarter of the Servicer, the Servicer’s (a) Tangible Net Worth shall be less than the sum of (i) $100,000,000, plus (ii) 50% of the value of any incremental issuance of stock or other equity interests or (b) “asset coverage ratio”, as determined pursuant to the 1940 Act and any orders of the SEC issued to the Servicer thereunder, shall be less than 150%; (or 11) the Seller, net investment income of the Servicer shall be (i) less than zero as long as NMAC is of the end of two (2) consecutive fiscal quarters of the Servicer, calculated as of the end of such fiscal quarter on the Determination Date occurring in the second calendar month following the end of such fiscal quarter, or (ii) by less than zero for any fiscal year, calculated as of the Owner Trustee or end of such fiscal year on the Indenture TrusteeDetermination Date occurring in the second calendar month following the end of such fiscal year; (12) (i) as of the end of any fiscal quarter of the Sub-Servicer, the Tangible Net Worth of the Sub-Servicer shall be less than $500,000, or (ii) the net income of the Sub-Servicer shall be less than zero for any three consecutive quarters; (13) as of the end of any fiscal quarter of the Servicer, (a) the sum of (i) unrestricted cash on hand and (ii) undrawn availability under all credit facilities of the Servicer and its Subsidiaries shall not equal or exceed (b) the greater of (i) $15,000,000, (ii) the aggregate Outstanding Note Receivable Balance for all Notes Receivable owed by the largest Account Debtor and (iii) the aggregate amount of any unfunded committed amounts in respect of all Note Receivables; (14) any representation, warranty or certification made by the Servicer or the SellerSub-Servicer in this Agreement or any other Loan Document shall prove to have been false or incorrect in any material respect when made or deemed made and such failure, as long as NMAC is if susceptible to a cure, shall continue unremedied for a period, if any, determined by the Servicer) and the Owner Trustee or the Indenture Trustee by Holders of Notes evidencing Agent in its sole discretion (but in any event not less than 25% ten (10) days) and such inaccuracy shall have a material adverse effect on the Borrower, the Agent, any Lender or any other Secured Party or any portion of the Outstanding Amount Collateral or Holders of Certificates evidencing not less than 25% of the Certificate BalanceAgent’s (or any Secured Party’s) interest therein; (15) the Servicer (itself or through the Sub-Servicer) shall fail to service the Transferred Note Receivables in accordance with the Required Procedures and the Accepted Servicing Practices in any material respect; or (c16) without the prior written consent of the Agent, the Servicer or the Sub-Servicer agrees or consents to, or otherwise permits to occur, any amendment or modification or rescission to the Required Procedures in whole or in part, in each case, in a manner not permitted by the definition thereof. (b) Upon the occurrence of an Insolvency Event of Default, the Agent by notice in writing to the Servicer and the other parties hereto (provided that no notice shall be required to be sent to the Servicer for any Event of Default pursuant to Sections 8.2 or 8.7 of the Loan Agreement), may, in addition to whatever rights such Person may have at law or in equity to damages, including injunctive relief and specific performance, terminate immediately all the rights and obligations of the Servicer under this Agreement and in and to the Transferred Notes Receivable and the proceeds thereof, as servicer under this Agreement. Upon receipt by the Servicer of such written notice (or upon any Event of Default pursuant to Sections 8.2 or 8.7 of the Loan Agreement) all authority and power of the Servicer under this Agreement, whether with respect to the Transferred Notes Receivable or otherwise, shall, subject to Section 9.02, pass to and be vested in the Backup Servicer;, or, if there is a Servicer Default with respect to the Backup Servicer, a successor servicer (the “Successor Servicer”) pursuant to Section 9.02, and the Backup Servicer or such other Successor Servicer as applicable, is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including, but not limited to, the transfer and endorsement or assignment of the Transferred Notes Receivable and related documents. The Servicer agrees to cooperate with the Backup Servicer or the Successor Servicer, as applicable, in effecting the termination of the Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer to the successor servicer for administration by it of all amounts which shall at the time have been or are thereafter received with respect to the Purchased Assets and to provide the Backup Servicer with access to the officers and employees of the Servicer.