Common use of Servicer Default Clause in Contracts

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount 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 a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to 50 (NAROT 2020-A Sale and Servicing Agreement) complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one Each of the following events (is a “"Servicer Default”) shall occur and be continuing": (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts Collection Account, Payahead Account or Reserve Fund any required payment or to direct the Relevant Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt discovery of the failure by an officer of the Servicer of or written notice of such failure given 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 a majority 25% of the Outstanding Amount orClass 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 no Notes are Outstanding(A) such failure or delay is caused by an event of force majeure, Holders of Certificates evidencing (B) does not less continue for more than a majority of 10 Business Days, (C) during such period the Certificate Balance or Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (iiD) discovery the Servicer provides to the Owner Trustee, Indenture Trustee, Seller and Securityholders prompt notice of such failure by an Authorized Officer or delay that includes a description of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer or the Seller, as the case may be, duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)Agreement, which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of date on which written notice of such failure given 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 Holders (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 a majority 25% of the Outstanding Amount orClass A Notes, if no Notes are Outstandingacting together as a single Class, Holders excluding for purposes of Certificates evidencing not less than a majority such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrencetheir Affiliates; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale . At any time when a Servicer Default has occurred and Servicing Agreement) then, and in each and every caseis continuing, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority not less than 51% of the Outstanding Amount of the Notes, Class A Notes acting together as a single Class orClass, if no Notes are Outstandingexcluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, Holders TAFR LLC or any of Certificates evidencing not less than a majority of the Certificate Balancetheir 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(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. On 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 after payments from or to the receipt by 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 such written notice, all authority and power of the Servicer under this Agreement, whether with respect . No such waiver shall extend to the Notes, the Certificates any subsequent or the Receivables other default or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, impair any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceright consequent thereto.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount 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 a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C B Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one Each of the following events (is a “"Servicer Default”) shall occur and be continuing": (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts Collection Account, Payahead Account or Reserve Fund any required payment or to direct the Relevant Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt discovery of the failure by an officer of the Servicer of or written notice of such failure given 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 a majority 25% of the Outstanding Amount orClass 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 no Notes are Outstanding(A) such failure or delay is caused by an event of force majeure, Holders of Certificates evidencing (B) does not less continue for more than a majority of 10 Business Days, (C) during such period the Certificate Balance or Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (iiD) discovery the Servicer provides to the Owner Trustee, Indenture Trustee, Seller and Securityholders prompt notice of such failure by an Authorized Officer or delay that includes a description of the Servicer's efforts to remedy such failure or delay); (b) any failure by the Servicer or the Seller, as the case may be, duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)Agreement, which failure shall materially and adversely affect the rights of the Certificateholders Certificateholder or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of date on which written notice of such failure given 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 Holders (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 a majority 25% of the Outstanding Amount orClass A Notes, if no Notes are Outstandingacting together as a single Class, Holders excluding for purposes of Certificates evidencing not less than a majority such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrencetheir Affiliates; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale . At any time when a Servicer Default has occurred and Servicing Agreement) then, and in each and every caseis continuing, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority not less than 51% of the Outstanding Amount of the Notes, Class A Notes acting together as a single Class orClass, if no Notes are Outstandingexcluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, Holders TAFR LLC or any of Certificates evidencing not less than a majority of the Certificate Balancetheir 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(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. On 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 after payments from or to the receipt by 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 such written notice, all authority and power of the Servicer under this Agreement, whether with respect . No such waiver shall extend to the Notes, the Certificates any subsequent or the Receivables other default or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, impair any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceright consequent thereto.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and 50 (NAROT 2019-B Sale and Servicing Agreement) empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all 48 (NAROT 2022-B Sale and Servicing Agreement) authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver or cause to be delivered to the Relevant Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment or to direct required by the Relevant Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of ten five Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Servicer from the Eligible Lender Trustee, the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance Administrator or (ii) five Business Days after discovery of such failure by an Authorized Officer officer of the Servicer;; or (b2) any failure by the Servicer duly to duly observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer set forth in this Agreement (including its obligation or any other Basic Document to purchase Receivables pursuant to Section 4.06)which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of the Certificateholders Indenture Trustee, on behalf of the Noteholders and the Swap Counterparty, or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount 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 (bii) that continues unremedied for a period of 150 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Trustee, the Eligible Lender Trustee or the Administrator or (B) to the Servicer, and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders representing not less will than 50% of the Outstanding Amount of the Notes provided, however, any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not constitute be deemed a Servicer Default if such failure was caused by force majeure or other similar occurrenceso long as the Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer; 50 or (Nissan 20164) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-C Sale and Servicing Agreement) party servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders Noteholders of Notes evidencing a majority not less than 50% of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of -15- the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Trust Student Loan. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the Successor successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoing, in the event the predecessor occurrence of a Servicer is the Indenture TrusteeDefault, the original Servicer hereunder Eligible Lender Trustee shall reimburse give notice thereof to the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceRating Agencies.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount orAmount, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates unless all of the Notes are held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate BalanceClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount orAmount, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates unless all of the Notes are held or beneficially owned by the Issuer, the Seller, the Servicer or any of their Affiliates), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate BalanceClass, 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(d1(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) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by the Holders of Notes or Certificates evidencing not less than a majority 25% of the sum of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance Balance, or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by the Holders of Notes or Certificates evidencing not less than a majority 25% of the sum of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, [NARC][NARC II] or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, [NARC][NARC II] or any of their Affiliates), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate BalanceClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.the

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount orAmount, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.single

Servicer Default. If any one Each of the following events (is a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts Collection Account, Payahead Account or Reserve Fund any required payment or to direct the Relevant Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt discovery of the failure by an officer of the Servicer of or written notice of such failure given 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 a majority 25% of the Outstanding Amount orClass 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 no Notes are Outstanding(A) such failure or delay is caused by an event of force majeure, Holders of Certificates evidencing (B) does not less continue for more than a majority of 10 Business Days, (C) during such period the Certificate Balance or Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (iiD) discovery the Servicer provides to the Owner Trustee, Indenture Trustee, Seller and Securityholders prompt notice of such failure by an Authorized Officer or delay that includes a description of the Servicer’s efforts to remedy such failure or delay); (b) any failure by the Servicer or the Seller, as the case may be, duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)Agreement, which failure shall materially and adversely affect the rights of the Certificateholders Certificateholder or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of date on which written notice of such failure given 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 Holders (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 a majority 25% of the Outstanding Amount orClass A Notes, if no Notes are Outstandingacting together as a single Class, Holders excluding for purposes of Certificates evidencing not less than a majority such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; ortheir Affiliates; (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 or (Nissan 2016-C Sale d) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, attestation or accountants’ letter when and Servicing Agreementas 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) then, through (c) above has occurred and in each and every caseis continuing, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, Class A Notes acting together as a single Class orClass, if no Notes are Outstandingexcluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, Holders TAFR LLC or any of Certificates evidencing not less than a majority of the Certificate Balancetheir 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(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. On 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 after payments from or to the receipt by 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 such written noticethe Issuer) shall be entitled to terminate, all authority in its sole discretion, the rights and power obligations of the Servicer as servicer under this Agreement, whether with respect ; provided that to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, extent that any provision of this Agreement expressly provides for the benefit survival of the predecessor Servicer, as attorney-in-fact certain rights or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the obligations following termination of the responsibilities Servicer as servicer, such provision shall be given effect; provided, however, that the Issuer shall not be entitled to terminate the rights and rights obligations of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by section if a failure of the predecessor Servicer upon presentation to identify a Subcontractor “participating in the servicing function” within the meaning of reasonable documentation Item 1122 of Regulation AB was attributable solely to the role or functions of such costs and expenses. Notwithstanding Subcontractor with respect to receivables other than the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceReceivables.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount orAmount, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, acting together as a single Class or, if no NARC or any of their Affiliates unless all of the Notes are Outstandingheld or beneficially owned by NMAC, Holders NARC or any of Certificates evidencing not less than a majority of the Certificate Balancetheir 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(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Receivables Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues therefrom that shall continue unremedied for a period of ten three Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Indenture Servicer from the Owner Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance Trustee or (ii) after discovery of such failure by an Authorized Officer of the Servicer;; or (b) any failure by on the part of the Servicer duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)or any other Basic Document, which failure shall (i) materially and adversely affect the rights of either the Certificateholders or the Noteholders and shall (ii) continue unremedied for a period of 90 30 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Owner Trustee or the Trustee or (B) to the Servicer and to the Owner Trustee and the Trustee by the Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount or, if no of the Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; providedprovided that such default is capable of remedy within 120 days and the Servicer delivers an Officers' Certificate to the Owner Trustee and the Trustee to such effect and to the effect that the Servicer has commenced or will promptly commence, howeverand will diligently pursue, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if all reasonable efforts to remedy such failure was caused by force majeure or other similar occurrencedefault); or (c) the occurrence of an Insolvency Event occurs with respect to the ServicerServicer or any successor; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Notes evidencing a majority not less than 25% of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof7.2) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.028.2; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Receivable. All reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoing, in the event the predecessor occurrence of a Servicer is the Indenture TrusteeDefault, the original Servicer hereunder Owner Trustee shall reimburse give notice thereof to the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceRating Agencies.

Servicer Default. If any one Any of the following events will constitute a default of the Servicer (a “Servicer Default”) shall occur and be continuing: as that term is used herein: (ai) any the failure by in a material respect of the Servicer to deliver comply with or cause perform any provision of this Agreement or any other Related Document (other than any Related Document relating solely to be 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 Relevant Trustee for deposit in any of the Accounts any required payment Servicer or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or has actual knowledge thereof; (ii) discovery an Event of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount 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 a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event Bankruptcy occurs with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreementiii) thenthe failure of the Servicer to make any payment when due from it hereunder or under any of the other Related Documents (other than any Related Document relating solely to a Segregated Series of Notes) or to deposit any Collections received by it into a Collateral Account when required under the Related Documents and, in each case, such failure continues for 5 Business Days; or (iv) if any representation or warranty made by the Servicer in any Related Document (other than any Related Document relating solely to a Segregated Series of Notes) is inaccurate or incorrect or is breached or is false or misleading in any material respect as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the Servicer to the Lessor or the Trustee pursuant to any Related Document (other than any Related Document relating solely to a Segregated Series of Notes) is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, and the circumstance or condition in each and every caserespect of which such representation, so long warranty or writing was inaccurate, incorrect, breached, false or misleading in any material respect, as the Servicer Default case may be, 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 a majority of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing Trustee to the Servicer and (and to y) the Indenture Trustee and date the Owner Trustee if given by Servicer learns of such circumstance or condition. In the Noteholders) and event of a Servicer Default, the Administrator (and the Administrator will provide notice thereof to each Rating Agency Trustee, acting pursuant to Section 1(d8.7(c) of the Administration Agreement) may terminate all of Base Indenture, shall have the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of right to replace the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceservicer.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by the Holders of Notes or Certificates evidencing not less than a majority 25% of the sum of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance Balance, or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by the Holders of Notes or Certificates evidencing not less than a majority 25% of the sum of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate BalanceClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount orAmount, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or (Nissan 2004-C Sale and Servicing Agreement) beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate BalanceClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one For purposes of this Agreement, each of the following events (shall constitute a “"Servicer Default”) shall occur and be continuing": (a) any failure by the Servicer to deliver to the Trustee or cause the Note Insurer the Monthly Servicer Report for the related Collection Period, or any failure by the Servicer to make any payment, transfer or deposit, or deliver to the Trustee any proceeds or payment required to be so delivered to under the Relevant Trustee for deposit in terms of the Notes, this Agreement or any of the Accounts any required payment other Transaction Documents to which it is a party, or to direct the Relevant Trustee to make any required distributions therefrompayment of Note Insurer Obligations on the day when due, which failure in each case that continues unremedied for a period of ten one Business Days Day after the earlier to occur of (ix) receipt discovery by a Responsible Officer of the Servicer, or (y) the date on which written notice has been given to the Servicer by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes the Controlling Party, or to the Trustee, the Note Insurer and the Servicer by Noteholders evidencing not less than a majority 25% of the Outstanding Amount Voting Interests; or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by on the part of the Servicer duly to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in the Notes, this Agreement, the Insurance Agreement (including its obligation or any of the other Transaction Documents to purchase Receivables pursuant to Section 4.06)which the Servicer is a party, which failure shall materially and adversely affect (i) would have a material adverse effect on the rights or interests of the Certificateholders Note Insurer, the Noteholders, the Trustee or the Noteholders Trust Estate and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount 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 (bii) that continues unremedied for a period of 150 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, requiring the same to be remedied, shall have been given to the Servicer by the Controlling Party or the Trustee, or to the Trustee, the Note Insurer and the Servicer by Noteholders evidencing not less will than 25% of the Voting Interests; or the Servicer delegates its duties under the Notes, this Agreement, the Insurance Agreement or any of the other Transaction Documents to which it is a party, except as specifically permitted pursuant to Section 8.07, and such delegation continues unremedied for a period of 15 days after written notice, requiring such delegation to be remedied, shall have been given to the Servicer by the Trustee or the Controlling Party, or to the Trustee, the Note Insurer and the Servicer by Noteholders evidencing not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceless 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 Servicerappointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or substantially all of its property, or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; 50 or (Nissan 2016-C Sale and Servicing 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) thenwould have a material adverse effect on the rights of the Noteholders, the Note Insurer or the Trust Estate, respectively, and in each and every case(ii) if capable of remedy, so long as continues unremedied for a period of 30 days after the earlier to occur of (x) discovery by a Responsible Officer of the Servicer Default or (y) the date on which written notice thereof, requiring the same to be remedied, shall not have been remedied, either given to the Indenture Trustee Servicer by the Controlling Party or the Holders of Notes evidencing a majority of Trustee, or to the Outstanding Amount of Trustee, the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates Note Insurer and the Servicer by Noteholders evidencing not less than a majority 25% of the Certificate BalanceVoting Interests; or (f) The failure by the Servicer to make any required payment in excess of $100,000 on any obligation of Servicer, by 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 then given 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 writing 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 Servicer Controlling Party has not been appointed within 90 days after such death, termination or disability; or (and k) Xxxxxx Xxxxxx shall (i) cease to be President or Chairman of the Board of Servicer, unless a replacement reasonably satisfactory to the Indenture Trustee and Controlling Party is appointed within 90 days thereafter, or (ii) engage in material business activities other than the Owner Trustee if given 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 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 Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency Servicer, except pursuant to Section 1(da 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 the Administration Agreement) may terminate all or substantially all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) assets of the Servicer under this Agreement. On to secure indebtedness owed to such lender for borrowed money, or after (y) with the receipt by the Servicer of such prior written notice, all authority and power consent of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expensesNote 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 predecessor Servicer is shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the Indenture terms of this Agreement and the Servicer shall provide the Trustee, the original Note Insurer, the Rating Agency, the Placement Agent and the Noteholders prompt notice of such failure or delay by it, together with a description of its effort to so perform its obligations. The Servicer hereunder shall reimburse notify the Indenture Trustee for all reasonable costs and expenses as described the Note Insurer in the immediately preceding sentencewriting of any Servicer Default that it discovers within one Business Day of such discovery.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver or cause to be delivered to the Relevant Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that Table of Contents daily deposits into the Collection Account are not required, to deliver to the Administrator any payment or to direct required by the Relevant Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of ten five Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Servicer from the Eligible Lender Trustee, the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance Administrator or (ii) five Business Days after discovery of such failure by an Authorized Officer officer of the Servicer;; or (b2) any failure by the Servicer duly to duly observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer set forth in this Agreement (including its obligation or any other Basic Document to purchase Receivables pursuant to Section 4.06)which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of the Certificateholders Indenture Trustee, on behalf of the Noteholders, or the Noteholders and shall continue (ii) continues unremedied for a period of 90 60 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Trustee, the Eligible Lender Trustee or Holders of Notes evidencing not less than the Administrator or (B) to the Servicer, and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders representing at least a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate BalanceNotes; provided, however, that a failure under this clause (b) that continues unremedied for a period any breach of 150 days Sections 3.1, 3.2, 3.3 or less will 3.4 shall not constitute be deemed a Servicer Default if such failure was caused by force majeure or other similar occurrenceso long as the Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer; 50 or (Nissan 20164) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-C Sale and Servicing Agreement) party servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for Table of Contents administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Trust Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the Successor successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoing, in the event the predecessor occurrence of a Servicer is the Indenture TrusteeDefault, the original Servicer hereunder Eligible Lender Trustee shall reimburse give notice thereof to the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceRating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as Fleetwood Credit is the Servicer) to deliver or cause to be delivered (i) to the Relevant related Trustee for deposit in any of distribution to the Accounts Securityholders any required payment or (ii) a Servicer's Certificate with respect to direct the Relevant Trustee to make any required distributions therefromPayment Date or Distribution Date, which failure continues unremedied for a period of ten three Business Days after (i) receipt discovery by an officer of the Servicer of (or the Seller, so long as Fleetwood Credit is the Servicer), or written notice of such failure is given (A) to the Servicer or the Seller, as the case may be, by the Indenture related Trustee or Holders of Notes (B) to the Seller or the Servicer, as the case may be, and to the related Trustee by Noteholders evidencing not less than a majority 25% of the Outstanding Amount Voting Interest thereof, voting together as a single Class, or, if no the Notes are Outstandinghave been paid in full, Holders of Certificates by Certificateholders evidencing not less than a majority 25% of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the ServicerVoting Interest thereof; (b) any failure by the Servicer (or the Seller, so long as Fleetwood Credit is the Servicer) duly to duly observe or perform in any material respect any other covenants covenant or agreements of the Servicer set forth agreement in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)Agreement, which failure shall materially and adversely affect affects the rights of the Certificateholders or the Noteholders Securityholders and shall continue that continues unremedied for a period of 90 60 days after receipt by the Servicer giving of written notice of such failure is given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount 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 as described in clause (bi) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrenceabove; or (c) the occurrence of an Insolvency Event with respect to the ServicerEvent; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the such Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes Noteholders evidencing a majority 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 NotesVoting Interest thereof), acting voting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balanceclass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) ), may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreementhereunder. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreementhereunder, whether with respect to the NotesSecurities, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.029.02; and, without limitation, the Indenture Trustee and the Owner Trustee are shall be hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor successor Servicer and the Owner Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreementhereunder, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall have been deposited by the predecessor Servicer, Servicer in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.the

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount orAmount, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 59 (Nissan 20162004-C B Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate BalanceClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing:: (Nissan 2005-A Sale and Servicing Agreement) (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount orAmount, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate BalanceClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the (Nissan 2005-A Sale and Servicing Agreement) Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or Holders of written notice of such failure given by the holders of Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of or Certificates evidencing not less than a majority 25% of the sum of the Outstanding Amount and the Certificate Balance Balance, acting together as a single class, or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)Agreement, which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or Holders by the holders of Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of or Certificates evidencing not less than a majority 25% of the sum of the Outstanding Amount and the Certificate Balance; provided, however, that acting together as a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrencesingle class; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Securities held or beneficially owned by NMAC, acting together as a single Class or, if no Notes are Outstanding, Holders NARC or any of Certificates evidencing not less than a majority of the Certificate Balancetheir 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(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Receivables Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Owner Trustee, the original Servicer hereunder shall reimburse the Indenture Owner Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “------------------------------- "Servicer Default”") shall occur and be continuing:: ----------------- (a) any failure by the Servicer to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts Collection Account any required payment or to direct the Relevant Trustee Administrative Agent to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt of written notice by the Servicer of written notice from the Administrative Agent of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) after discovery of such failure by an Authorized Officer officer of the Servicer;; 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 duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)Agreement, which failure shall 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 Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount 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 a period of 150 30 days after receipt of written notice by the Servicer from the Administrative Agent or less will not constitute a Servicer Default if any Purchaser of such failure was caused by force majeure or other similar occurrencefailure, requiring the same to be remedied; or (cd) the occurrence of an Insolvency Event occurs with respect to the Transferor or the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Administrative Agent, acting at the Holders of Notes evidencing a majority direction of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate BalanceMajority Purchasers, 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) Sections -------- 9.3, 10.2 and 10.5 of the Servicer under this Agreement). ---- ---- ---- Notwithstanding the foregoing, a delay in or failure of performance under Section 11.1(a) for a period of 10 Business Days shall not constitute a Servicer Default if such delay or failure 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. 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 Responsible 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 such written noticenotice of termination hereunder, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.0211.2; and, without ------------ limitation, the Indenture Trustee and the Owner Trustee are Administrative Agent is hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-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 Pooled Receivables, the Related Security and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor successor Servicer and the Owner Trustee Administrative Agent in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Pooled Receivable. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 subsection shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount orAmount, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as 57 62 NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate BalanceClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Receivables Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; ; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount orAmount, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by 63 (Nissan 2008-A Sale and Servicing Agreement) the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate BalanceClass, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Master Servicer or the Issuer, to deposit or credit, or to deliver or cause to be delivered to the Relevant Indenture Trustee for deposit deposit, in any of the Trust Accounts any amount required payment hereunder to be as deposited, credited or delivered or to direct the Relevant Indenture Trustee to make any required distributions therefrom, which failure continues that shall continue unremedied for a period of ten three Business Days after (i) receipt by the Servicer of written notice of such failure is received from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Master Servicer; (b) any failure by the Master Servicer to deliver to the Indenture Trustee or the Owner Trustee a report in accordance with Section 4.09 and/or Section 4.10 by the fourth Business Day prior to the Distribution Date with respect to which such report is due, or the Master Servicer shall have defaulted in the due observance of any provision of Section 7.02 (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, the 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) by the Owner Trustee or the Indenture Trustee or (B) to the Master Servicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than ______.___% of the Outstanding Amount of the Notes, or, if the Notes have been paid in full, by Certificateholders evidencing not less than ______.___% of the aggregate Certificate Percentage Interest; (d) the occurrence of an Insolvency Event with respect to the Seller, the Issuer or the Master Servicer; or (e) any representation, warranty or statement of the Master Servicer, the Issuer or the Seller made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made (excluding, however, any representation or warranty to which Section 3.01 or 4.06 shall be applicable so long as the Master Servicer or the Seller shall be in compliance with Section 3.02 or 4.07, as the case may be), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Noteholders or the Certificateholders and, within 30 days after written notice thereof shall have been given to the Master Servicer or the Seller by the Indenture Trustee or the Owner Trustee or by the Holders of Notes evidencing not less than ______.___% of the Outstanding Amount of the Notes, or Certificateholders evidencing not less than ______.___% of the aggregate Certificate Percentage Interest, the circumstance or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; then, and in each and every case, so long as such Servicer Default shall not have been remedied, either the Indenture Trustee, the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, voting as a single Class (or, if no the Notes are Outstandinghave been paid in full and the Indenture has been discharged in accordance with its terms, Holders of Certificates by the Owner Trustee or by Certificateholders evidencing not less than a majority of the aggregate Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06Percentage Interest), 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 Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount 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 a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and Noteholders or the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration AgreementCertificateholders) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Master Servicer under this Agreement. Upon such termination or a termination pursuant to Section 8.06, termination of the Master Servicer as custodian can be made pursuant to Section 3.07. On or after the receipt by the Master Servicer of such written noticenotice of termination pursuant to this Section or Section 8.06, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or Certificates, the Receivables Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Trustee, the Backup Servicer or such Successor successor Master Servicer as may be appointed under Section 8.02, as the case may be; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Contracts and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the Successor Servicer Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including, without limitation, including the transfer to the Successor Servicer Indenture Trustee or the Backup Servicer, as the case may be, for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceany Contract.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or of written notice of such failure given by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount orAmount, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (iiiii) discovery of such failure by an Authorized Officer any officer of the Servicer; (b) any failure by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer) set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer giving of written notice of such the failure given to (i) the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner Trustee or the Indenture Trustee or by Holders of Notes evidencing not less than a majority 25% of the Outstanding Amount or, if no Notes are Outstanding, or Holders of Certificates evidencing not less than a majority 25% of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the NotesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, acting together as a single Class or, if no NARC or any of their Affiliates unless all of the Notes are Outstandingheld or beneficially owned by NMAC, Holders NARC or any of Certificates evidencing not less than a majority of the Certificate Balancetheir 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(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Receivables Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (i) to deliver or cause to be delivered to the Relevant Indenture Trustee for deposit in any of the Trust Accounts any required payment or (ii) to direct the Relevant Indenture Trustee to make any required distributions therefrom, which failure continues distribution therefrom in either case that shall continue unremedied for a period of ten three Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Servicer from the Owner Trustee or the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) after discovery of such failure by an Authorized Officer officer of the Servicer;; or (b) any failure by on the part of the Servicer duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06)or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Certificateholders or the Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount 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 (bii) that continues unremedied for a period of 150 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Owner Trustee or the Indenture Trustee or (B) to the Servicer, and to the Owner Trustee and the Indenture Trustee by the Holders of Class A Notes evidencing not less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrencethan 25% of the Outstanding Amount of the Class A Notes; or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer; 50 (Nissan 2016-C Sale and Servicing Agreement) then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Class A Notes evidencing a majority not less than 25% of the Outstanding Amount of the Class A Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Class A Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this AgreementAgreement (a "Servicer Termination Event"). On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Receivable. All reasonable costs and expenses 50 (including reasonable attorneys’ ' fees) incurred in connection (x) with transferring the Receivable Files computer or other records to the Successor successor Servicer in the form requested and (y) amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoing, in the event the predecessor occurrence of a Servicer is the Indenture TrusteeDefault, the original Servicer hereunder Owner Trustee shall reimburse give notice thereof to the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentenceRating Agencies.

Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver or cause to be delivered to the Relevant Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment or to direct required by the Relevant Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of ten five Business Days after (i) receipt by the Servicer of written notice of such failure given is received by the Servicer from the Issuer, the Eligible Lender Trustee, the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance Administrator or (ii) five Business Days after discovery of such failure by an Authorized Officer officer of the Servicer;; or (b2) any failure by the Servicer duly to duly observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer set forth in this Agreement (including its obligation or any other Basic Document to purchase Receivables pursuant to Section 4.06)which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of the Certificateholders Indenture Trustee, on behalf of the Noteholders, or the Noteholders and shall continue (ii) continues unremedied for a period of 90 60 days after receipt by the Servicer of date on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Issuer, the Indenture Trustee, the Eligible Lender Trustee or the Administrator or (B) to the Servicer, and to the Issuer and the Indenture Trustee or Holders of Notes evidencing not less than by the Noteholders representing at least a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate BalanceNotes; provided, however, that a failure under this clause (b) that continues unremedied for a period any breach of 150 days Section 3.1, 3.2, 3.3 or less will 3.4 shall not constitute be deemed a Servicer Default if such failure was caused by force majeure or other similar occurrenceso long as the Servicer is in compliance with its purchase and reimbursement obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer; 50 or (Nissan 20164) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-C Sale party servicer; or (5) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and Servicing Agreementas required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the Successor Servicer successor Servicer, the Issuer and the Owner Indenture Trustee in effecting the termination of the responsibilities and rights of the Eligible Lender Trustee, the predecessor Servicer under this Agreement, including, without limitation, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited shall thereafter be received by the predecessor Servicer, in the Accounts or thereafter received it with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicera Trust Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the Successor successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding Upon receipt of notice of the foregoing, in the event the predecessor occurrence of a Servicer is the Indenture TrusteeDefault, the original Servicer hereunder Issuer shall reimburse give notice thereof (which notice shall be prepared by the Indenture Trustee for all reasonable costs and expenses as described in Administrator) to the immediately preceding sentenceRating Agencies then rating the Notes.