Common use of Servicer Default Clause in Contracts

Servicer Default. Each of the following events is a "Servicer Default": (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver to the Relevant Trustee for deposit in the Collection Account, Payahead Account or Reserve Fund any required payment or to direct the Relevant Trustee to make any required 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) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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 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 (provided that such event will not be a Servicer Default if (A) 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 or delay that includes a description of the Servicer's efforts to remedy such failure or delay); (b) failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement, which failure shall materially and adversely affect the rights of Certificateholders or Noteholders and shall continue unremedied for a period of 90 days after the date on which written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders of Notes evidencing not less than 25% of the Class A Notes, acting together 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; 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. Each If any one 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 TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three ten Business Days after discovery of the failure (i) receipt by an officer of the Servicer or of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding for purposes or, if no Notes are Outstanding, Holders of such calculation and action all Securities held Certificates evidencing not less than a majority of the Certificate Balance or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (Aii) 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 discovery of such failure or delay that includes a description by an Authorized Officer of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer or the Seller, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of Certificateholders or Noteholders the Securityholders and shall continue unremedied for a period of 90 days after receipt by the date on which Servicer of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders Holders of Notes evidencing not less than 25% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for purposes a period of 150 days or less will not constitute a Servicer Default if such calculation failure was caused by force majeure or other similar occurrence; or 55 (NAROT 20[ ]-[ ] Sale and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates; orServicing Agreement) (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes Notes, acting together as a single ClassClass or, excluding for purposes if no Notes are Outstanding, Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than a majority of their Affiliatesthe 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead AccountReceivables 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) for a specified period or permanently. Upon any incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such waiver of a past default, such default shall cease succession as Servicer pursuant to exist, and any Servicer Default arising therefrom this Section 8.01 shall be deemed to have been remedied 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 every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretoall reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. Each If any one 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 TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three ten Business Days after discovery of the failure (i) receipt by an officer of the Servicer or of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding for purposes or, if no Notes are Outstanding, Holders of such calculation and action all Securities held Certificates evidencing not less than a majority of the Certificate Balance or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (Aii) 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 discovery of such failure or delay that includes a description by an Authorized Officer of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer or the Seller, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of Certificateholders or Noteholders the Securityholders and shall continue unremedied for a period of 90 days after receipt by the date on which Servicer of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders Holders of Notes evidencing not less than 25% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for purposes a period of 150 days or less will not constitute a Servicer Default if such calculation and action all Securities held failure was caused by force majeure or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesother similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes Notes, acting together as a single ClassClass or, excluding for purposes if no Notes are Outstanding, Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than a majority of their Affiliatesthe 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead AccountReceivables 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) for a specified period or permanently. Upon any incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such waiver of a past default, such default shall cease succession as Servicer pursuant to exist, and any Servicer Default arising therefrom this Section 8.01 shall be deemed to have been remedied 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 every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretoall reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities Notes held or beneficially owned by TMCCthe Issuer, TAFR LLC the Seller, the Servicer or any of their Affiliates unless all of the Notes are held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates), acting together as a single Class, 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection AccountReceivables 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, Reserve Account or Payahead Account) in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for a specified period or permanentlyall reasonable costs and expenses as described in the immediately preceding sentence. Upon any such waiver receipt of notice of the occurrence of a past defaultServicer Default, such default the Indenture Trustee shall cease give notice thereof 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 theretothe Rating Agencies.

Servicer Default. Each If any one of the following events is (a "Servicer Default") shall occur and be continuing: (a1) any failure by the Servicer (or the Seller, so long as TMCC is the Serviceri) to deliver to the Relevant Indenture Trustee for deposit in 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 AccountAccount are not required, Payahead Account or Reserve Fund to deliver to the Administrator any payment required payment or to direct by the Relevant Trustee to make any required payment or distribution therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of three five Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or (ii) to the Seller Administrator 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 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 (provided that such event will not be a Servicer Default if (A) such failure or delay is caused by an event of force majeure, (B) does not continue for more than 10 five 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 Days after discovery of such failure or delay that includes a description by an officer of the Servicer's efforts to remedy such failure or delay);; or (b2) any failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement or any other Basic Document to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders or the Indenture Trustee, on behalf of the Noteholders and shall continue the Swap Counterparty, or the Noteholders and (ii) continues unremedied for a period of 90 60 days after the date on which written notice of such failure is received failure, requiring the same to be remedied, shall have been given (iA) to the Servicer by the Servicer (or Indenture Trustee, the Seller, so long as TMCC is the Servicer) from the Owner Eligible Lender Trustee or the Indenture Trustee Administrator or (iiB) to the Seller or the Servicer, as the case may be, and to the Owner Indenture Trustee and Indenture the Eligible Lender Trustee by the holders of Notes evidencing Noteholders representing not less than 2550% of the Class A NotesOutstanding Amount of the Notes provided, acting together however, any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as a single Class, excluding for purposes of such calculation the Servicer is in compliance with its repurchase and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesreimbursement obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer. At ; or (4) any time when failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a Servicer Default has occurred loss of its eligibility as a third-party servicer; then, and is continuingin each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders Noteholders of Notes evidencing not less than 5150% 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 AffiliatesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof 3.5 and Section 4.2) of -15- the rights set forth in Section 7.04 hereof) 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. By The predecessor Servicer shall cooperate with the same required votesuccessor Servicer, the Noteholders specified Indenture Trustee and the Eligible Lender Trustee in effecting the prior sentence may waive 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 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 Default 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 default in Servicer Default, the making of any required deposits or payments from or Eligible Lender Trustee shall give notice thereof 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 theretoRating Agencies.

Servicer Default. Each If any one 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 TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three ten Business Days after discovery of the failure (i) receipt by an officer of the Servicer or of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding for purposes or, if no Notes are Outstanding, Holders of such calculation and action all Securities held Certificates evidencing not less than a majority of the Certificate Balance or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (Aii) 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 discovery of such failure or delay that includes a description by an Authorized Officer of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer or the Seller, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of Certificateholders or Noteholders the Securityholders and shall continue unremedied for a period of 90 days after receipt by the date on which Servicer of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders Holders of Notes evidencing not less than 25% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for purposes a period of 150 days or less will not constitute a Servicer Default if such calculation and action all Securities held failure was caused by force majeure or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesother similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes Notes, acting together as a single ClassClass or, excluding for purposes if no Notes are Outstanding, Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than a majority of their Affiliatesthe 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead AccountReceivables 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) for a specified period or permanently. Upon any incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such waiver of a past default, such default shall cease succession as Servicer pursuant to exist, and any Servicer Default arising therefrom this Section 8.01 shall be deemed to have been remedied 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 every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretoall reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. Each If any one 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 TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three ten Business Days after discovery of the failure (i) receipt by an officer of the Servicer or of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding for purposes or, if no Notes are Outstanding, Holders of such calculation and action all Securities held Certificates evidencing not less than a majority of the Certificate Balance or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (Aii) 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 discovery of such failure or delay that includes a description by an Authorized Officer of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer or the Seller, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of Certificateholders or Noteholders the Securityholders and shall continue unremedied for a period of 90 days after receipt by the date on which Servicer of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders Holders of Notes evidencing not less than 25% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for purposes a period of 150 days or less will not constitute a Servicer Default if such calculation and action all Securities held failure was caused by force majeure or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesother similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes Notes, acting together as a single ClassClass or, excluding for purposes if no Notes are Outstanding, Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than a majority of their Affiliatesthe 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead AccountReceivables 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) for a specified period or permanently. Upon any incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such waiver of a past default, such default shall cease succession as Servicer pursuant to exist, and any Servicer Default arising therefrom this Section 8.01 shall be deemed to have been remedied 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 every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretoall reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. Each If any one 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 TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three ten Business Days after discovery of the failure (i) receipt by an officer of the Servicer or of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding for purposes or, if no Notes are Outstanding, Holders of such calculation and action all Securities held Certificates evidencing not less than a majority of the Certificate Balance or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (Aii) 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 discovery of such failure or delay that includes a description by an Authorized Officer of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer or the Seller, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of Certificateholders or Noteholders the Securityholders and shall continue unremedied for a period of 90 days after receipt by the date on which Servicer of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders Holders of Notes evidencing not less than 25% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for purposes a period of 150 days or less will not constitute a Servicer Default if such calculation and action all Securities held failure was caused by force majeure or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesother similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes Notes, acting together as a single ClassClass or, excluding for purposes if no Notes are Outstanding, Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than a majority of their Affiliatesthe 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt 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 Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead AccountReceivables 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) for a specified period or permanently. Upon any incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such waiver of a past default, such default shall cease succession as Servicer pursuant to exist, and any Servicer Default arising therefrom this Section 8.01 shall be deemed to have been remedied 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 every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretoall reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. Each of the following events is a "Servicer Default": (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver to the Relevant Trustee for deposit in the Collection Account, Payahead Account or Reserve Fund any required payment or to direct the Relevant Trustee to make any required 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) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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 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 (provided that such event will not be a Servicer Default if (A) 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 or delay that includes a description of the Servicer's efforts to remedy such failure or delay); (b) failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement, which failure shall materially and adversely affect the rights of Certificateholders Certificateholder or Noteholders and shall continue unremedied for a period of 90 days after the date on which written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders of Notes evidencing not less than 25% of the Class A Notes, acting together 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; 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. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; 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. Each If any one 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 TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three ten Business Days after discovery of the failure (i) receipt by an officer of the Servicer or of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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% a majority of the Class A NotesOutstanding Amount or, acting as if no Notes are Outstanding, Holders of Certificates evidencing not less than a single Class, excluding for purposes majority of such calculation and action all Securities held the Certificate Balance or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (Aii) 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 discovery of such failure or delay that includes a description by an Authorized Officer of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer or the Seller, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement (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 receipt by the date on which Servicer of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders Holders of Notes evidencing not less than 25% a majority of the Class A NotesOutstanding Amount or, acting together as if no Notes are Outstanding, Holders of Certificates evidencing not less than a single Classmajority of the Certificate Balance; provided, excluding however, that a failure under this clause (b) that continues unremedied for purposes a period of 150 days or less will not constitute a Servicer Default if such calculation and action all Securities held failure was caused by force majeure or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesother similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes Notes, acting together as a single ClassClass or, excluding for purposes if no Notes are Outstanding, Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than a majority of their Affiliatesthe 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead AccountReceivables 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) for a specified period or permanently. Upon any incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such waiver of a past default, such default shall cease succession as Servicer pursuant to exist, and any Servicer Default arising therefrom this Section 8.01 shall be deemed to have been remedied 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 every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretoall reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities Notes held or beneficially owned by TMCCthe Issuer, TAFR LLC the Seller, the Servicer or any of their Affiliates unless all of the Notes are held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates), acting together as a single Class, 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection AccountReceivables 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, Reserve Account or Payahead Account) in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for a specified period or permanentlyall reasonable costs and expenses as described in the immediately preceding sentence. Upon any such waiver receipt of notice of the occurrence of a past defaultServicer Default, the Indenture Trustee shall give notice thereof to the Administrator. The Administrator will thereafter deliver a copy of such default shall cease notice to exist, and any Servicer Default arising therefrom shall the Rating Agencies (which may be deemed delivered by causing the Seller to have been remedied post a notice to the website maintained by the Seller for every purpose of this Agreement. No such waiver shall extend the notifications to any subsequent or other default or impair any right consequent theretonationally recognized statistical rating organizations).

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three five 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the 56 (Nissan 2015-A Sale and Servicing Agreement) Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% a majority of the Class A NotesOutstanding Amount or, acting as if no Notes are Outstanding, Holders of Certificates evidencing not less than a single Classmajority of the aggregate Certificate Balance, excluding for purposes or (iii) discovery of such calculation and action all Securities held 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 beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event less will not be constitute a Servicer Default if (A) such failure or delay is was 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 majeure or delay that includes a description of the Servicer's efforts to remedy such failure or delay)other similar occurrence; (b) any failure by the Servicer (or the Seller, as long as NMAC is the case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% a majority of the Class A NotesOutstanding Amount or, acting together as if no Notes are Outstanding, Holders of Certificates evidencing not less than a single Classmajority of the Certificate Balance; provided, excluding however, that a failure under this clause (b) that continues unremedied for purposes a period of 150 days or less will not constitute a Servicer Default if such calculation and action all Securities held failure was caused by force majeure or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesother similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes Notes, acting together as a single ClassClass or, excluding for purposes if no Notes are Outstanding, Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than a majority of their Affiliatesthe 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default 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 (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead AccountReceivables 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) for a specified period or permanently. Upon any incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such waiver of a past default, such default shall cease succession as Servicer pursuant to exist, and any Servicer Default arising therefrom this Section 8.01 shall be deemed to have been remedied 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 every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretoall reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities Notes held or beneficially owned by TMCCthe Issuer, TAFR LLC the Seller, the Servicer or any of their Affiliates unless all of the Notes are held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates), acting together as a single Class, 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(e) of the Administration Agreement) may terminate all of 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 On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead AccountReceivables 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) for a specified period or permanently. Upon any incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such waiver of a past default, such default shall cease succession as Servicer pursuant to exist, and any Servicer Default arising therefrom this Section 8.01 shall be deemed to have been remedied 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 every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretoall reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes Notes, acting together 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) 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead AccountReceivables 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) for a specified period or permanently. Upon any incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such waiver of a past default, such default shall cease succession as Servicer pursuant to exist, and any Servicer Default arising therefrom this Section 8.01 shall be deemed to have been remedied 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 every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretoall reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. Each If any one 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 TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three ten Business Days after discovery of the failure (i) receipt by an officer of the Servicer or of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding for purposes or, if no Notes are Outstanding, Holders of such calculation and action all Securities held Certificates evidencing not less than a majority of the Certificate Balance or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (Aii) 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 discovery of such failure or delay that includes a description by an Authorized Officer of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer or the Seller, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of Certificateholders or Noteholders the Securityholders and shall continue unremedied for a period of 90 days after receipt by the date on which Servicer of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders Holders of Notes evidencing not less than 25% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for purposes a period of 150 days or less will not constitute a Servicer Default if such calculation and action all Securities held failure was caused by force majeure or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesother similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes Notes, acting together as a single ClassClass or, excluding for purposes if no Notes are Outstanding, Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than a majority of their Affiliatesthe 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 51 (NAROT 2018-C Sale and Servicing Agreement) all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead AccountReceivables 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) for a specified period or permanently. Upon any incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such waiver of a past default, such default shall cease succession as Servicer pursuant to exist, and any Servicer Default arising therefrom this Section 8.01 shall be deemed to have been remedied 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 every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretoall reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. Each If any one 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 TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three ten Business Days after discovery of the failure (i) receipt by an officer of the Servicer or of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding for purposes or, if no Notes are Outstanding, Holders of such calculation and action all Securities held Certificates evidencing not less than a majority of the Certificate Balance or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (Aii) 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 discovery of such failure or delay that includes a description by an Authorized Officer of the Servicer's efforts to remedy such failure or delay); ; 52 (NAROT 2020-B Sale and Servicing Agreement) (b) any failure by the Servicer or the Seller, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of Certificateholders or Noteholders the Securityholders and shall continue unremedied for a period of 90 days after receipt by the date on which Servicer of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders of Notes evidencing not less than 25% of the Class A Notes, acting together 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; 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% a majority of the Outstanding Amount of the Class A Notes Amount, acting together as a single Classclass, excluding for purposes or, if no Notes are Outstanding, Holders 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 Certificates evidencing not less than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) a majority of the Servicer Certificate Balance; provided, however, that a failure under this Agreement. By the same required vote, the Noteholders specified in the prior sentence may waive any such clause (b) that continues unremedied for a period of 150 days or less will not constitute a 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 if 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 failure was caused by force majeure or other default or impair any right consequent thereto.similar occurrence; or

Servicer Default. Each If any one 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 TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three ten Business Days after discovery of the failure (i) receipt by an officer of the Servicer or of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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% a majority of the Class A NotesOutstanding Amount or, acting as if no Notes are Outstanding, Holders of Certificates evidencing not less than a single Class, excluding for purposes majority of such calculation and action all Securities held the Certificate Balance or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (Aii) 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 discovery of such failure or delay that includes a description by an Authorized Officer of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer or the Seller, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement (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 receipt by the date on which Servicer of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders Holders of Notes evidencing not less than 25% a majority of the Class A NotesOutstanding Amount or, acting together as if no Notes are Outstanding, Holders of Certificates evidencing not less than a single Classmajority of the Certificate Balance; provided, excluding however, that a failure under this clause (b) that continues unremedied for purposes a period of 150 days or less will not constitute a Servicer Default if such calculation and action all Securities held failure was caused by force majeure or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesother similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; 50 (Nissan 2016-C Sale and is continuingServicing 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes Notes, acting together as a single ClassClass or, excluding for purposes if no Notes are Outstanding, Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than a majority of their Affiliatesthe 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead AccountReceivables 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) for a specified period or permanently. Upon any incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such waiver of a past default, such default shall cease succession as Servicer pursuant to exist, and any Servicer Default arising therefrom this Section 8.01 shall be deemed to have been remedied 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 every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretoall reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. Each If any one 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 TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three ten Business Days after discovery of the failure (i) receipt by an officer of the Servicer or of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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% a majority of the Class A NotesOutstanding Amount or, acting as if no Notes are Outstanding, Holders of Certificates evidencing not less than a single Class, excluding for purposes majority of such calculation and action all Securities held the Certificate Balance or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (Aii) 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 discovery of such failure or delay that includes a description by an Authorized Officer of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer or the Seller, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement (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 receipt by the date on which Servicer of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders Holders of Notes evidencing not less than 25% a majority of the Class A NotesOutstanding Amount or, acting together as if no Notes are Outstanding, Holders of Certificates evidencing not less than a single Classmajority of the Certificate Balance; provided, excluding however, that a failure under this clause (b) that continues unremedied for purposes a period of 150 days or less will not constitute a Servicer Default if such calculation and action all Securities held failure was caused by force majeure or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesother similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; 50 (Nissan 2016-B Sale and is continuingServicing 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes Notes, acting together as a single ClassClass or, excluding for purposes if no Notes are Outstanding, Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than a majority of their Affiliatesthe 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead AccountReceivables 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) for a specified period or permanently. Upon any incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such waiver of a past default, such default shall cease succession as Servicer pursuant to exist, and any Servicer Default arising therefrom this Section 8.01 shall be deemed to have been remedied 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 every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretoall reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. Each If any one of the following events is (a "“Servicer Default"”) shall occur and be continuing: (a1) any failure by the Servicer (or the Seller, so long as TMCC is the Serviceri) to deliver to the Relevant Indenture Trustee for deposit in 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 AccountAccount are not required, Payahead Account or Reserve Fund to deliver to the Administrator any payment required payment or to direct by the Relevant Trustee to make any required payment or distribution therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of three five Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or (ii) to the Seller Administrator 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 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 (provided that such event will not be a Servicer Default if (A) such failure or delay is caused by an event of force majeure, (B) does not continue for more than 10 five 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 Days after discovery of such failure or delay that includes a description by an officer of the Servicer's efforts to remedy such failure or delay);; or (b2) any failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement or any other Basic Document to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and shall continue (ii) continues unremedied for a period of 90 60 days after the date on which written notice of such failure is received failure, requiring the same to be remedied, shall have been given (iA) to the Servicer by the Servicer (or Indenture Trustee, the Seller, so long as TMCC is the Servicer) from the Owner Eligible Lender Trustee or the Indenture Trustee Administrator or (iiB) to the Seller or the Servicer, as the case may be, and to the Owner Indenture Trustee and Indenture the Eligible Lender Trustee by the holders of Notes evidencing not less than 25% Noteholders representing at least a majority of the Class A Outstanding Amount of the Notes; provided, acting together 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 a single Class, excluding for purposes of such calculation the Servicer is in compliance with its repurchase and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesreimbursement obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer. At ; or (4) any time when failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a Servicer Default has occurred loss of its eligibility as a third-party servicer; then, and is continuingin each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders Noteholders of Notes evidencing not less than 51% 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 AffiliatesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof 3.5 and the rights set forth in Section 7.04 hereof4.2) of the Servicer under this Agreement. By As of the same required voteeffective 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 Noteholders specified Indenture Trustee and the Eligible Lender Trustee in effecting the prior sentence may waive 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 Default 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 default in Servicer Default, the making of any required deposits or payments from or Eligible Lender Trustee shall give notice thereof 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 theretoRating Agencies.

Servicer Default. Each For purposes of this Agreement, each of the following events is shall constitute a "Servicer Default": (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver to the Relevant Trustee or the Note Insurer the Monthly Servicer Report for deposit in the related Collection AccountPeriod, Payahead Account or Reserve Fund any required payment or to direct failure by the Relevant Trustee 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 other Transaction Documents to which it is a party, or to make any payment or distribution therefromof 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 (x) discovery by a Responsible Officer of the failure by an officer of Servicer, or (y) the date on which written notice has been given to the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee Controlling Party, or (ii) to the Seller or Trustee, the Servicer, as Note Insurer and the case may be, and to the applicable Owner Trustee and Indenture Trustee Servicer by the Holders of Notes Noteholders evidencing not less than 25% 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 (provided that such event will not be a Servicer Default if (A) 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 or delay that includes a description of the Servicer's efforts to remedy such failure or delay);Voting Interests; or (b) any failure by on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in the Notes, this Agreement, the Insurance Agreement or any of the other Transaction Documents to 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 Certificateholders the Note Insurer, the Noteholders, the Trustee or Noteholders the Trust Estate and shall continue (ii) continues unremedied for a period of 90 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 of such failure is received (i) failure, requiring the same to be remedied, shall have been given to the Servicer by the Servicer (Controlling Party or the SellerTrustee, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or (ii) to the Seller or Trustee, the Servicer, as Note Insurer and the case may be, and to the Owner Trustee and Indenture Trustee Servicer by the holders of Notes Noteholders evidencing not less than 25% of the Class A Voting Interests; or the Servicer delegates its duties under the Notes, acting together as a single Classthis Agreement, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC the Insurance Agreement or any of their Affiliatesthe 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 Voting Interests; or (c) the occurrence entry of an Insolvency Event with respect 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 Servicer. At appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any time when a Servicer Default has occurred bankruptcy, insolvency, readjustment of debt, marshaling of assets and is continuing, so long as liabilities or similar proceedings of or relating to the Servicer Default or substantially all of its property, or the Servicer shall not 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, either shall have been given to the Indenture Trustee Servicer by the Controlling Party or the Holders of Notes 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 Xxxxxx Xxxxxx or Xxxxxxx Xxxxxx 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) Xxxxxx Xxxxxx 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 Xxxxxx Xxxxxx'x personal investment in Servicer below an amount equal to 51% of the Outstanding Amount 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 Class A Notes acting 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 any such event the Servicer shall not be relieved from using its best efforts to perform its obligations in a single Classtimely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, excluding for purposes the Note Insurer, the Rating Agency, the Placement Agent and the Noteholders prompt notice of such calculation and action all Securities held failure or beneficially owned delay by TMCCit, TAFR LLC or any together with a description of their Affiliates, by notice then given in writing its effort to so perform its obligations. The Servicer shall notify 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 Note Insurer in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) writing 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 that it discovers within one Business Day of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent theretodiscovery.

Servicer Default. Each If any one 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 TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three ten Business Days after discovery of the failure (i) receipt by an officer of the Servicer or of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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% a majority of the Class A NotesOutstanding Amount, acting together as a single Classclass, excluding for purposes or, if no Notes are Outstanding, Holders of such calculation and action all Securities held Certificates evidencing not less than a majority of the Certificate Balance or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (Aii) 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 discovery of such failure or delay that includes a description by an Authorized Officer of the Servicer's efforts to remedy such failure or delay); ; (b) any failure by the Servicer or the Seller, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of Certificateholders or Noteholders the Securityholders and shall continue unremedied for a period of 90 days after receipt by the date on which Servicer of written notice of such failure is received (i) given by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders of Notes evidencing not less than 25% of the Class A Notes, acting together 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; 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% a majority of the Outstanding Amount of the Class A Notes Amount, acting together as a single Classclass, excluding for purposes or, if no Notes are Outstanding, Holders 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 Certificates evidencing not less than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) a majority of the Servicer Certificate Balance; provided, however, that a failure under this Agreement. By the same required vote, the Noteholders specified in the prior sentence may waive any such clause (b) that continues unremedied for a period of 150 days or less will not constitute a 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 if 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 failure was caused by force majeure or other default or impair any right consequent thereto.similar occurrence; or

Servicer Default. Each If any one of the following events is (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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities Notes held or beneficially owned by TMCCNMAC, TAFR LLC 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection AccountReceivables 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, Reserve Account or Payahead Account) in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for a specified period or permanentlyall reasonable costs and expenses as described in the immediately preceding sentence. Upon any such waiver receipt of notice of the occurrence of a past defaultServicer Default, such default the Indenture Trustee shall cease give notice thereof 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 theretothe Rating Agencies.

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders holders of Notes or Certificates evidencing not less than 25% of the Class A Notessum of the Outstanding Amount and the Certificate Balance, acting together as a single Classclass, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this Agreement, which failure shall materially and adversely affect the rights of Certificateholders or Noteholders and shall continue unremedied for a period of 90 days after the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders of Notes or Certificates evidencing not less than 25% of the Class A Notessum of the Outstanding Amount and the Certificate Balance, acting together 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 Affiliatesclass; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCCNMAC, TAFR LLC 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection AccountReceivables 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, Reserve Account or Payahead Account) in the event the predecessor Servicer is the Owner Trustee, the original Servicer hereunder shall reimburse the Owner Trustee for a specified period or permanentlyall reasonable costs and expenses as described in the immediately preceding sentence. Upon any such waiver receipt of notice of the occurrence of a past defaultServicer Default, such default the Owner Trustee shall cease give notice thereof 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 theretothe Rating Agencies.

Servicer Default. Each If any one 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 TMCC is the Servicer) to deliver to the Relevant Trustee for deposit in the Collection Account, Payahead Account or Reserve Fund any required payment or to direct the Relevant Trustee Administrative Agent to make any required payment or distribution distributions therefrom, which failure continues unremedied for a period of three Business Days after receipt of written notice by the Servicer from the Administrative Agent of such failure or after discovery of the such failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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 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 (provided that such event will not be a Servicer Default if (A) 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 or delay that includes a description of the Servicer's efforts to remedy such failure or delay);; or (b) any representation or warranty made or deemed made by the Servicer or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith shall prove to have been incorrect in any material respect on or as of the date made or deemed made which failure shall have a Material Adverse Effect with respect to the Servicer; or (c) any failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement, which failure shall materially and adversely affect the rights of Certificateholders or Noteholders and shall continue continues unremedied for a period of 90 30 days after the date on which receipt of written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee Administrative Agent 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 the holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes any Purchaser of such calculation and action all Securities held or beneficially owned by TMCCfailure, TAFR LLC or any of their Affiliatesrequiring the same to be remedied; or (cd) the occurrence of an Insolvency Event occurs with respect to the Transferor or the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Administrative Agent, acting at the Holders of Notes evidencing not less than 51% direction 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 AffiliatesMajority Purchasers, 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 Sections -------- 9.3, 10.2 and the rights set forth in Section 7.04 hereof) 10.5 of the Servicer under this Agreement). By ---- ---- ---- Notwithstanding the same required voteforegoing, the Noteholders specified a delay in the prior sentence may waive any such Servicer Default (other than a default in the making or failure of any required deposits or payments from or to the Collection Account, Reserve Account or Payahead Accountperformance under Section 11.1(a) for a specified period of 10 Business Days shall not constitute a Servicer Default if such delay or permanentlyfailure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. Upon any such waiver The preceding sentence shall not relieve the Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Administrative Agent with a certificate of a past defaultResponsible Officer giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. On or after the receipt by the Servicer of written notice of termination hereunder, all authority and power of the Servicer under this Agreement, shall, without further action, pass to and be vested in such default shall cease successor Servicer as may be appointed under Section 11.2; and, without ------------ limitation, the Administrative Agent is hereby authorized and empowered to existexecute and deliver, for the benefit of the predecessor Servicer, as attorney- in-fact or otherwise, any and all documents and other instruments, and any 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 Pooled Receivables, the Related Security and related documents, or otherwise. The predecessor Servicer Default arising therefrom shall cooperate with the successor Servicer and the Administrative Agent 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 Pooled Receivable. 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 subsection shall be deemed to have been remedied for every purpose paid by the predecessor Servicer upon presentation of this Agreement. No reasonable documentation of such waiver shall extend to any subsequent or other default or impair any right consequent theretocosts and expenses.

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from 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 or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities Notes held or beneficially owned by TMCCNMAC, TAFR LLC 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection AccountReceivables 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, Reserve Account or Payahead Account) in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for a specified period or permanentlyall reasonable costs and expenses as described in the immediately preceding sentence. Upon any such waiver receipt of notice of the occurrence of a past defaultServicer Default, such default the Indenture Trustee shall cease give notice thereof 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 theretothe Rating Agencies.

Servicer Default. Each If any one 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 TMCC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Trust Accounts or the Certificate Distribution Account or Reserve Fund any required payment or to direct the Relevant Trustee to make any required payment or distribution therefrom, which failure continues distributions therefrom that shall continue 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) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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 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 (provided that such event will not be a Servicer Default if (A) 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 after discovery of such failure or delay that includes a description by an Authorized Officer of the Servicer's efforts to remedy such failure or delay);; or (b) failure by on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of either the Certificateholders or Noteholders and shall (ii) continue unremedied for a period of 90 30 days after the date on which written notice of such failure is received failure, requiring the same to be remedied, shall have been given (iA) by to the Servicer (or the Seller, so long as TMCC is the Servicer) from by the Owner Trustee or the Indenture Trustee or (iiB) to the Seller or the Servicer, as the case may be, Servicer and to the Owner Trustee and Indenture the Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount of the Notes or Holders of Certificates evidencing not less than 25% of the outstanding Certificate Balance, acting together as a single Classapplicable (or for such longer period, excluding for purposes not in excess of 120 days, as may be reasonably necessary to remedy such calculation default; provided that such default is capable of remedy within 120 days and action 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 Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesreasonable efforts to remedy such default); or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer. At Servicer or any time when a Servicer Default has occurred successor; then, and is continuingin each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Notes evidencing not less than 5125% 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 AffiliatesNotes, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 hereof7.2) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Trustee or such successor Servicer as may waive 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 Default (other than a default shall cooperate with the successor Servicer, the Trustee and the Owner Trustee in effecting the making termination of any required deposits or payments from or the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Collection Accountsuccessor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, Reserve Account or Payahead Accountshall thereafter be received by it with respect to a Receivable. All reasonable costs and expenses (including reasonable attorneys' fees) for a specified period or permanentlyincurred 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 any such waiver receipt of notice of the occurrence of a past defaultServicer Default, such default the Owner Trustee shall cease give notice thereof 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 theretothe Rating Agencies.

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities 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 TMCCNMAC, TAFR LLC 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection AccountReceivables 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, Reserve Account or Payahead Account) in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for a specified period or permanentlyall reasonable costs and expenses as described in the immediately preceding sentence. Upon any such waiver receipt of notice of the occurrence of a past defaultServicer Default, such default the Indenture Trustee shall cease give notice thereof 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 theretothe Rating Agencies.

Servicer Default. Each of the following events is a "“Servicer Default"”: (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver to the Relevant Trustee for deposit in the Collection Account, Payahead Account or Reserve Fund any required payment or to direct the Relevant Trustee to make any required 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) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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 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 (provided that such event will not be a Servicer Default if (A) 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 or delay that includes a description of the Servicer's ’s efforts to remedy such failure or delay); (b) failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement, which failure shall materially and adversely affect the rights of Certificateholders Certificateholder or Noteholders and shall continue unremedied for a period of 90 days after the date on which written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders of Notes evidencing not less than 25% of the Class A Notes, acting together 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; or; (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 not less than 51% 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. Each If any one of the following events is (a "“Servicer Default"”) shall occur and be continuing: (a1) any failure by the Servicer (or the Seller, so long as TMCC is the Serviceri) to deliver to the Relevant Indenture Trustee for deposit in 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 AccountAccount are not required, Payahead Account or Reserve Fund to deliver to the Administrator any payment required payment or to direct by the Relevant Trustee to make any required payment or distribution therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of three five Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or Issuer, the Eligible Lender Trustee, the Indenture Trustee or (ii) to the Seller Administrator 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 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 (provided that such event will not be a Servicer Default if (A) such failure or delay is caused by an event of force majeure, (B) does not continue for more than 10 five 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 Days after discovery of such failure or delay that includes a description by an officer of the Servicer's efforts to remedy such failure or delay);; or (b2) any failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement or any other Basic Document to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and shall continue (ii) continues unremedied for a period of 90 60 days after the date on which written notice of such failure is received failure, requiring the same to be remedied, shall have been given (iA) to the Servicer by the Servicer (or Issuer, the SellerIndenture Trustee, so long as TMCC is the Servicer) from the Owner Eligible Lender Trustee or the Indenture Trustee Administrator or (iiB) to the Seller or the Servicer, as the case may be, and to the Owner Trustee Issuer and the Indenture Trustee by the holders of Notes evidencing not less than 25% Noteholders representing at least a majority of the Class A Outstanding Amount of the Notes; provided, acting together 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 a single Class, excluding for purposes of such calculation the Servicer is in compliance with its purchase and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesreimbursement obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer. At ; or (4) any time failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or (5) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when a and as required under Article VII (including, without limitation, any failure by the Servicer Default has occurred 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 is continuingin each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders Noteholders of Notes evidencing not less than 51% 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 AffiliatesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof 3.5 and the rights set forth in Section 7.04 hereof4.2) of the Servicer under this Agreement. By As of the same required voteeffective 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 Noteholders specified Issuer and the Indenture Trustee in effecting the prior sentence may waive 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 Default 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 default in Servicer Default, the making of any required deposits or payments from or Issuer shall give notice thereof (which notice shall be prepared by the Administrator) 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 theretoRating Agencies then rating the Notes.

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities Notes held or beneficially owned by TMCCNMAC, TAFR LLC 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection Account, Reserve Account or Payahead Account) for a specified period or permanentlyReceivables 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. Upon any such waiver of a past default, such default shall cease to exist, All reasonable costs 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.expenses

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes or Certificates evidencing not less than 25% of the Class A Notessum of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balance, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes or Certificates evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes sum of such calculation and action all Securities held the Outstanding Amount or beneficially owned by TMCC, TAFR LLC or any Holders of their AffiliatesCertificates evidencing not less than 25% of the Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities Notes held or beneficially owned by TMCCNMAC, TAFR LLC 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection AccountReceivables 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, Reserve Account or Payahead Account) in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for a specified period or permanentlyall reasonable costs and expenses as described in the immediately preceding sentence. Upon any such waiver receipt of notice of the occurrence of a past defaultServicer Default, such default the Indenture Trustee shall cease give notice thereof 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 theretothe Rating Agencies.

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by 63 (Nissan 2008-A Sale and Servicing Agreement) the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities Notes held or beneficially owned by TMCCNMAC, TAFR LLC 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection AccountReceivables 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, Reserve Account or Payahead Account) in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for a specified period or permanentlyall reasonable costs and expenses as described in the immediately preceding sentence. Upon any such waiver receipt of notice of the occurrence of a past defaultServicer Default, such default the Indenture Trustee shall cease give notice thereof 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 theretothe Rating Agencies.

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes or Certificates evidencing not less than 25% of the Class A Notessum of the Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balance, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes or Certificates evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes sum of such calculation and action all Securities held the Outstanding Amount or beneficially owned by TMCC, TAFR LLC or any Holders of their AffiliatesCertificates evidencing not less than 25% of the Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities Notes held or beneficially owned by TMCCNMAC, TAFR LLC [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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of 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 under this Agreement, whether with respect to the Collection AccountNotes, 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.the

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities Notes held or beneficially owned by TMCCNMAC, TAFR LLC 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), 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 acting together as 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.single

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities Notes held or beneficially owned by TMCCNMAC, TAFR LLC 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection AccountReceivables 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, Reserve Account or Payahead Account) in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for a specified period or permanentlyall reasonable costs and expenses as described in the immediately preceding sentence. Upon any such waiver receipt of notice of the occurrence of a past defaultServicer Default, such default the Indenture Trustee shall cease give notice thereof 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 theretothe Rating Agencies.

Servicer Default. Each If any one of the following events is (a "Servicer Default") shall occur and be continuing: (a) any failure by the Master Servicer (or the SellerIssuer, so long as TMCC is the Servicer) to deposit or credit, or to deliver to the Relevant Indenture Trustee for deposit deposit, in any of the Collection AccountTrust Accounts any amount required hereunder to be as deposited, Payahead Account credited or Reserve Fund any required payment delivered or to direct the Relevant Indenture Trustee to make any required payment or distribution distributions therefrom, which failure continues that shall continue 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) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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 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 (provided that such event will not be a Servicer Default if (A) 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 after discovery of such failure or delay that includes a description by an officer of the Master Servicer's efforts to remedy such failure or delay); (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 (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 the case may be, Issuer or the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer or the Seller set forth in this Agreement 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 Noteholders and (ii) continue unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the Seller (as the case may be) set forth in this Agreement, which failure shall materially and adversely affect the rights of Certificateholders or Noteholders and shall continue unremedied for a period of 90 days after the date on which written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or (iiB) to the Seller Master Servicer or the Servicer, Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the holders Holders of Notes evidencing not less than 25% ______.___% of the Class A Outstanding Amount of the Notes, acting together as a single Classor, excluding for purposes if the Notes have been paid in full, by Certificateholders evidencing not less than ______.___% of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates; orthe aggregate Certificate Percentage Interest; (cd) the occurrence of an Insolvency Event with respect to the Seller, the Issuer or the Master Servicer. At ; 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 Default has occurred 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 is continuingin each and every case, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee or Trustee, the Holders of Notes evidencing not less than 51% a majority of the Outstanding Amount of the Class A Notes acting Notes, voting as a single ClassClass (or, excluding for purposes 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 such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesthe 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 NoteholdersNoteholders or the Certificateholders) 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 Master Servicer under this Agreement. By Upon such termination or a termination pursuant to Section 8.06, termination of the same required voteMaster 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 Noteholders specified Certificates, the Contracts or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee, the Backup Servicer or such successor Master Servicer as may waive 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 Default (other than a default shall cooperate with the Indenture Trustee and the Owner Trustee in effecting the making termination of any required deposits or payments from or the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the Collection AccountIndenture Trustee or the Backup Servicer, Reserve Account 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 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 thereafter be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend received by it with respect to any subsequent or other default or impair any right consequent theretoContract.

Servicer Default. Each If any one 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 TMCC NMAC is the Servicer) to deliver to the Relevant Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Accounts any required payment or to direct the Relevant Trustee to make any required payment or distribution distributions 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 TMCC NMAC is the Servicer) from of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee of written notice of such failure given by the Holders of Notes evidencing not less than 25% of the Class A NotesOutstanding Amount, 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 (provided that such event will not be a Servicer Default if (Aiii) 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 discovery of such failure or delay that includes a description by any officer 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 case may be, Servicer) to duly to 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 case may beServicer) set forth in this AgreementAgreement (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 the date on which giving of written notice of such the failure is received to (i) by the Servicer (or the Seller, so as long as TMCC NMAC is the Servicer) from by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders Holders of Notes evidencing not less than 25% of the Class A Notes, acting together as a single Class, excluding for purposes Outstanding Amount or Holders of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any Certificates evidencing not less than 25% of their Affiliatesthe Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred ; 59 (Nissan 2004-B Sale and is continuingServicing 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 not less than 51% a majority of the Outstanding Amount of the Class A Notes acting as a single Class, (but excluding for purposes of such calculation and action all Securities Notes held or beneficially owned by TMCCNMAC, TAFR LLC 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Noteholders specified Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such Successor Servicer as may waive 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 Default (other than a default 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 making of any required deposits Accounts or payments from or thereafter received with respect to the Collection AccountReceivables 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, Reserve Account or Payahead Account) in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for a specified period or permanentlyall reasonable costs and expenses as described in the immediately preceding sentence. Upon any such waiver receipt of notice of the occurrence of a past defaultServicer Default, such default the Indenture Trustee shall cease give notice thereof 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 theretothe Rating Agencies.

Servicer Default. Each If any one 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 TMCC is the Serviceri) to deliver to the Relevant Indenture Trustee for deposit in any of the Collection Account, Payahead Account or Reserve Fund Trust Accounts any required payment or (ii) to direct the Relevant Indenture Trustee to make any required payment or distribution therefrom, which failure continues therefrom in either case that shall continue 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) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee 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 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 (provided that such event will not be a Servicer Default if (A) 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 after discovery of such failure or delay that includes a description by an officer of the Servicer's efforts to remedy such failure or delay);; or (b) failure by on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this AgreementAgreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and shall continue (ii) continues unremedied for a period of 90 60 days after the date on which written notice of such failure is received failure, requiring the same to be remedied, shall have been given (iA) by to the Servicer (or the Seller, so long as TMCC is the Servicer) from by the Owner Trustee or the Indenture Trustee or (iiB) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and the Indenture Trustee by the holders Holders of Class A Notes evidencing not less than 25% of the Outstanding Amount of the Class A Notes, acting together 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; or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer. At any time when a Servicer Default has occurred ; then, and is continuingin each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Class A Notes evidencing not less than 5125% 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 AffiliatesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Class A 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 (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. By , whether with respect to the same required voteNotes 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 Noteholders specified 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 prior sentence may waive any form requested and (y) amending this Agreement to reflect such succession as Servicer Default (other than 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 default in Servicer Default, the making of any required deposits or payments from or Owner Trustee shall give notice thereof 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 theretoRating Agencies.

Servicer Default. Each If any one 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 TMCC Fleetwood Credit is the Servicer) to deliver (i) to the Relevant related Trustee for deposit in distribution to the Collection Account, Payahead Account or Reserve Fund Securityholders any required payment or (ii) a Servicer's Certificate with respect to direct the Relevant Trustee to make any required payment Payment Date or distribution therefromDistribution Date, 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) by the Servicer (or the Seller, so long as TMCC Fleetwood Credit is the Servicer), or written notice of such failure is given (A) from to the Owner Trustee Servicer or the Indenture Seller, as the case may be, by the related Trustee or (iiB) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture related Trustee by the Holders of Notes Noteholders evidencing not less than 25% of the Class A NotesVoting Interest thereof, acting voting together as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned or, if the Notes have been paid in full, by TMCC, TAFR LLC or any of their Affiliates (provided that such event will Certificateholders evidencing not be a Servicer Default if (A) such failure or delay is caused by an event of force majeure, (B) does not continue for more less 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 or delay that includes a description 25% of the Servicer's efforts to remedy such failure or delay)Voting Interest thereof; (b) any failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement, which failure shall materially and adversely affect the rights of Certificateholders or Noteholders and shall continue unremedied for a period of 90 days after the date on which written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC Fleetwood Credit is the Servicer) from duly to observe or perform in any material respect any covenant or agreement in this Agreement, which failure materially and adversely affects 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 the holders of Notes evidencing not less than 25% rights of the Class A Notes, acting together as a single Class, excluding Securityholders and that continues unremedied for purposes 60 days after the giving of written notice of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliatesfailure is given as described in clause (i) above; or (c) the occurrence of an Insolvency Event with respect to the Servicer. At any time when a Servicer Default has occurred Event; then, and is continuingin each case, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes Noteholders evidencing not less than 51% of the Outstanding Amount 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 Class A Notes acting Voting Interest thereof), voting together 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 Affiliatesclass, 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 and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreementhereunder. By On or after the same required votereceipt by the Servicer of such written notice, all authority and power of the Servicer hereunder, whether with respect to the Securities, the Noteholders specified Receivables or otherwise, shall, without further action, pass to and be vested in the prior sentence Indenture Trustee or such successor Servicer as may waive 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 Default (other than a default shall cooperate with the successor Servicer and the Indenture Trustee in effecting the making termination of any required deposits or payments from or the responsibilities and rights of the predecessor Servicer hereunder, including the transfer to the Collection Accountsuccessor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, 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.deposited by the predecessor Servicer in the

Servicer Default. Each Any of the following events is will constitute a "default of the Servicer (“Servicer Default": ”) as that term is used herein: (ai) 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 Trustee to the Servicer or the Servicer has actual knowledge thereof; (ii) an Event of 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 the Seller, so long incorrect or is breached or is false or misleading in any material respect as TMCC is the Servicer) to deliver to the Relevant Trustee for deposit in the Collection Account, Payahead Account or Reserve Fund any required payment or to direct the Relevant Trustee to make any required payment or distribution therefrom, which failure continues unremedied for a period of three Business Days after discovery of the failure date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing furnished by an officer or on behalf of the Servicer or written notice of such failure is received (i) by to the Servicer (Lessor or the SellerTrustee 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, so long as TMCC is and the Servicer) from the Owner Trustee circumstance or the Indenture Trustee condition in respect of which such representation, warranty or (ii) to the Seller writing was inaccurate, incorrect, breached, false or the Servicermisleading in any material respect, 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 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 (provided that such event will not be a Servicer Default if (A) 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 or delay that includes a description of the Servicer's efforts to remedy such failure or delay); (b) failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement, which failure shall materially and adversely affect the rights of Certificateholders or Noteholders and shall continue unremedied for a period of 90 days after the date on which written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) 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 the holders of Notes evidencing not less than 25% of the Class A Notes, acting together 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; 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 eliminated or otherwise cured for thirty (30) days after the Indenture Trustee earlier of (x) the date of the receipt of written notice thereof from the Lessor 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 Trustee to the Servicer and (and y) the date the Servicer learns of such circumstance or condition. In the event of a Servicer Default, the Trustee, acting pursuant 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 hereof8.7(c) of the Base Indenture, shall have the right to replace 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 theretoas servicer.